Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party). (b) The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property: (i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan). (ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)
Inspections; Collection of Financial Statements. (a) The Commencing in 200_, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within ____ days of the preparation thereof, deliver to the Trustee, any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, the Rating Agencies and each other a copy of (and, upon request, shall promptly discuss therewith the contents of) each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within _____ days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties; (iii) deliver copies of the collected items, and of the written reports prepared in respect thereof, to the Trustee, any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, the Rating Agencies and each other, in each case within ____ days of its receipt or preparation, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2014 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192015); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthsmonths and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, Loan in accordance with their respective outstanding principal balancesStated Principal Balances, or (ii) with respect to a Serviced an AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) Loan and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans Loan and the AB Subordinate Companion LoansLoan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision,
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)
Inspections; Collection of Financial Statements. (a) The Commencing in 199_, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within ____ days of the preparation thereof, deliver to the Trustee, any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, the Rating Agencies and each other a copy of (and, upon request, shall promptly discuss therewith the contents of) each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within _____ days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties; (iii) deliver copies of the collected items, and of the written reports prepared in respect thereof, to the Trustee, any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, the Rating Agencies and each other, in each case within ____ days of its receipt or preparation, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Nationslink Funding Corp)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated stated Principal Balance of (i) $2,000,000 [________] or more at least once every twelve ([12) ] months and (ii) less than $2,000,000 [________] at least once every twenty-four ([24) ] months, in each case, case commencing in the calendar year 2018 20[__] (and each Mortgaged Property shall be inspected on or prior to December 31, 2019March 20[__]); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve ([12) months] months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty ([60) ] days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 1 of each year commencing 2018[________], 20[__]. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person each such report prepared by the Master Servicer or the Special Servicer. Within [105] calendar days after the end of each of the first three calendar quarters (other than in each year) for the NRSROs) to receive copies of such itemstrailing or quarterly information received, commencing in the quarter ending on [________], 20[__], the Master Servicer (in the case of the Mortgage Loans that are Non-Specially Mortgage Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage Loans) shall deliver to the Paying Agent and the Directing Certificateholder, a CMSA Operating Statement Analysis Report and a CMSA Financial File for each Mortgaged Property (in electronic format), prepared using the non-normalized quarterly and normalized year-end operating statements and rent rolls received from the related Mortgagor. Beginning in 20[__] for year-end 20[__], within [45] days after receipt by the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after [________] of any year, then within [30] days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (with respect to Non-Specially Serviced Loansor, if previously prepared, update) or the Special Servicer (with respect to Specially Serviced Loans analysis of operations and REO Loans) shall deliver copies the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. Upon the occurrence and continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans shall forward copies thereof and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to a Companion Loan, to the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Determination Date.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder, making such statement, report or information available on the Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery.
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)
Inspections; Collection of Financial Statements. (a) The Each Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to (other than the Bank of America Plaza Mortgaged Property and the Tysons Galleria Mortgaged Property) securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2007 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192008); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and such Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the such Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges (but with respect to any Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor Agreement) actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the applicable Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from revealed by the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that deems material and is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the applicable Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to a Serviced Whole Loan, the related Companion Holder) upon request and to each Holder of a Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Each Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business Days days of receipt, receipt and the such Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2007. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the applicable Master Servicer (or the Special Servicer. Within 45 days after receipt by the applicable Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. In connection with preparing the CMSA NOI Adjustment Worksheets and the CMSA Operating Statement Analysis Reports, the Master Servicer shall process (a) interim financial statements beginning with respect to Non-Specially Serviced Loansinterim financial statements for the fiscal quarter ending March 31, 2007, and (b) or annual financial statements beginning with annual financial statements for the 2007 fiscal year. Upon the occurrence and continuation of a Servicing Transfer Event, the applicable Master Servicer shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The applicable Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe Bank of America Plaza Mortgaged Property and the Tysons Galleria Mortgaged Property) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of and such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to a Serviced Whole Loan, to the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the applicable Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The applicable Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the Bank of America Plaza Mortgaged Property and the Tysons Galleria Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to such Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable such Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA REO Status Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on each P&I Advance Date, beginning in March 2007, the applicable Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the applicable Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iii) a CMSA Servicer Watch List with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, (vi) the Realized Loss Report and (vii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the applicable Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Setup File (with respect to the first Distribution Date) and the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the close of business on the Determination Date.
(f) The Special Servicer shall deliver to the Master Servicers the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and each Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by each Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by any Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), such Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and such Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of any Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. Each Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. Each Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if any Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, such Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder, making such statement, report or information available on such Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, each Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and such Master Servicer, or the Special Servicer as the case may be. Each Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
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)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2004 (and each Mortgaged Property Mortgage property shall be inspected on or prior to December 31, 2019September 2004); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) 12 months, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder electronically using the ARCap naming convention the form of which is attached hereto as Exhibit V ((i) prior the "ARCap Naming Convention"), to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to the One Post Office Square Whole Loan, the One Post Office Square Controlling Holder) upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, Paying Agent and the Directing Certificateholder (electronically using the ARCap Naming Convention) and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 1 of each year commencing 2018year. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Trustee, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer or the Special Servicer. Within 105 calendar days after the end of each of the first three calendar quarters (in each year) for the trailing or quarterly information received, commencing in the quarter ending on March 31, 2004, the Servicer (in the case of the Mortgage Loans that are Non-Specially Mortgage Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage Loans) shall deliver to the Paying Agent and the Directing Certificateholder a CMSA Operating Statement Analysis Report and a CMSA Financial File for each Mortgage Property (in electronic format), prepared using the non-normalized quarterly and normalized year-end operating statements and rent rolls received from the related Mortgagor. Beginning in 2004 for year-end 2003, within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 1 of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior Operating Statement Analysis Reports and NOI Adjusted Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic formatformat with ARCap Naming Convention) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to the One Post Office Square Whole Loan, the One Post Office Square Representative) and the Special Servicer (in the case of the Directing Certificateholder, electronic copies in the ARCap Naming Convention). The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and the related operating statement or rent rolls. The Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each CMSA Operating Statement Analysis Report shall be substantially in the form of Exhibit M-12 attached hereto (or, at the discretion of the Servicer, or the Special Servicer, as applicable, provided that no less information is provided than is set forth in Exhibit M-12 in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer and the Directing Certificateholder the CMSA Specially Serviced Loan File (or data files relating to reports of the Servicer) with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date, which CMSA Specially Serviced Loan File shall include data, to enable Servicer to produce the following CMSA Supplement Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report, (iv) a CMSA Historical Loan Modification Report, (v) a CMSA REO Status Report, (vi) a CMSA Comparative Financial Status Report and (vii) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the Business Day prior to the Distribution Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent data files relating to the following reports: (i) to the extent the Servicer has received the CMSA Specially Serviced Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Loan Setup File (with respect to the first Distribution Date) and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Specially Serviced Loan File pursuant to Section 3.12(d) by the Special Servicer and Servicer), (iii) a CMSA Servicer Watchlist with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, and (vi) CMSA Reconciliation of Funds Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) If the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent, making such statement, report or information available on the Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. The Servicer and the Paying Agent, as applicable, shall prepare and deliver electronically or, with respect to the Paying Agent, make available on its website, to the Directing Certificateholder, the reports and information described in Exhibit N in the forms and formats and within the timeframes set forth therein. None of the Servicer, the Special Servicer or the Paying Agent shall have any liability for disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 Mortgaged Properties constituting REO Properties or more collateral for Specially Serviced Mortgaged Loans and (ii) Mortgaged Properties securing Credit Lease Loans) at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of more than $2,000,000 2,000,000, at least once every twenty-four (24year) months, in each case, commencing in provided that the calendar year 2018 (and each Master Servicer will have no obligation to inspect 120 a Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the during such period. The Master Servicer will not be required to perform, shall promptly prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation upon request deliver or make available a copy (in electronic format) of each such report prepared by to the Trustee, the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Depositor a copy of each such written report of the related inspection, and the Trustee shall deliver to the Directing Certificateholder and upon request to Holders of the Privately Offered Certificates a copy of each Controlling Class Certificateholder (which request may state that such items may written report within 15 days of receipt of such report from the Master Servicer. Inspections of Mortgaged Properties securing Credit Lease Loans shall be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or performed in accordance with respect to any Specially Serviced Loan that is an Excluded Loan as to such partySection 8.35(f).
(b) If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan (unless such Mortgaged Property had been inspected within the prior three months), and the Special Servicer shall thereafter inspect such Mortgaged Property at such times and in such manner as are consistent with the Servicing Standard (but in any event at least once per calendar year). The cost of such inspections shall be a Servicing Advance. The Special Servicer shall promptly prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer shall deliver to the Master Servicer, the Trustee, the Holders of the Privately Offered Certificates and the Depositor a copy of each such written report within 60 days of the related inspection.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged PropertyProperty (other than Mortgaged Properties securing Credit Lease Loans), and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause use reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall shall, upon request, each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receiptother such party and the Trustee, and the Master Servicer and the Special Servicer, as applicable, Trustee shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans Depositor and REO Loans) shall deliver copies of all or any portion Holders of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, Privately Offered Certificates upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Com Mort Ps THR Cer Se 1998-Cf1), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Inspections; Collection of Financial Statements. (a) The Each Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to (other than the Skyline Portfolio Mortgaged Property, the Solana Mortgaged Property and the Americold Pool 2 Mortgaged Property) securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2008 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019March 2009); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and such Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the such Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges (but with respect to any Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor Agreement) actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the applicable Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from revealed by the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that deems material and is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the applicable Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Trustee shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to a Serviced Whole Loan, the related Companion Holder) upon request and to each Holder of a Class B, Class B-S, Class C, Class C-S, Class D, Class D-S, Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Each Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business Days days of receipt, receipt and the such Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, the Directing Certificateholder and, upon request, to the Depositor and the Depositoreach other (and, in electronic formatif required under any related Intercreditor Agreement, to any related Companion Holder), in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2007. Upon The Trustee shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the applicable Master Servicer (or the Special Servicer. Within 45 days after receipt by the applicable Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. In connection with preparing the CMSA NOI Adjustment Worksheets and the CMSA Operating Statement Analysis Reports, the Master Servicer shall process (a) interim financial statements beginning with respect to Non-Specially Serviced Loansinterim financial statements for the fiscal quarter ending June 30, 2007, and (b) or annual financial statements beginning with annual financial statements for the 2007 fiscal year. Upon the occurrence and continuation of a Servicing Transfer Event, the applicable Master Servicer shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The applicable Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe Skyline Portfolio Mortgaged Property, the Solana Mortgaged Property and the Americold Pool 2 Mortgaged Property) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of and such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee (in electronic format only), the Directing Certificateholder (and with respect to a Serviced Whole Loan, to the related Companion Holder) and the Special Servicer. The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the applicable Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The applicable Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the Skyline Portfolio Mortgaged Property, the Solana Mortgaged Property and the Americold Pool 2 Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to such Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable such Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA REO Status Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 4:00 p.m. (New York City time) on each P&I Advance Date, beginning in June 2007, the applicable Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Trustee the following reports and data files: (i) to the extent the applicable Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iii) a CMSA Servicer Watch List with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, (vi) the Realized Loss Report and (vii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the applicable Master Servicer shall deliver or cause to be delivered to the Trustee via electronic format the CMSA Loan Setup File (with respect to the first Distribution Date) and the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the close of business on the Determination Date.
(f) The Special Servicer shall deliver to the Master Servicers the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and each Master Servicer shall deliver to the Trustee the reports and data files set forth in Section 3.12(e). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the reports and/or data to be provided by each Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by any Master Servicer to the Trustee pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), such Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and such Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of any Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. Each Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. Each Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if any Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, such Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Trustee and the Directing Certificateholder, making such statement, report or information available on such Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, each Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and such Master Servicer, or the Special Servicer as the case may be. Each Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
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)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2005 (and provided that each such Mortgaged Property shall be inspected on or prior to December 31, 2019May 2005); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) 12 months, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges (but with respect to the Grace Building Mortgage Loan, only from amounts available for such purpose under the Grace Building Co-Lender Agreement) actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder electronically using the ARCap naming convention the form of which is attached hereto as Exhibit T ((i) prior the "ARCap Naming Convention"), to the occurrence Trustee and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Trustee shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to the Grace Building Whole Loan, the Grace Building B Noteholders) upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except). Notwithstanding anything herein to the contrary, after if ARCap Servicing Inc. or an Affiliate is no longer the occurrence Directing Certificateholder and during if ARCap Servicing, Inc. is no longer the continuance Special Servicer, none of a Consultation Termination Event the Servicer, the Special Servicer or with respect the Trustee shall be required to any Specially Serviced Loan that is an Excluded Loan as to such party)use the ARCap Naming Convention.
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, Trustee and the Directing Certificateholder (electronically using the ARCAP Naming Convention) and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 1 of each year commencing 2018June 1, 2005. Upon The Trustee shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer or the Special Servicer. Within 105 calendar days after the end of each of the first three calendar quarters (in each year) for the trailing or quarterly information received, commencing in the quarter ending on September 30, 2004, the Servicer (in the case of the Mortgage Loans that are Non-Specially Mortgage Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage Loans) shall deliver to the Trustee and the Directing Certificateholder and with respect to the Grace Building Whole Loan, the Grace Building Companion Noteholders, a CMSA Operating Statement Analysis Report and a CMSA Financial File for each Mortgaged Property (in electronic format), prepared using the non-normalized quarterly and normalized year-end operating statements and rent rolls received from the related Mortgagor. Beginning in 2005 for year-end 2004, within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 1 of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic formatformat with ARCap Naming Convention) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee (in electronic format only), the Directing Certificateholder (and with respect to the Grace Building Whole Loan, the Grace Building Companion Noteholders) and the Special Servicer (in the case of the Directing Certificateholder, electronic copies using the ARCap Naming Convention). The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Trustee the following reports and data files: (i) to the extent the Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Servicer), (iv) a CMSA Servicer Watch list with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) CMSA Reconciliation of Funds Report, (viii) the Realized Loss Report and (ix) the Monthly Additional Report on Recoveries and Reimbursements. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Trustee via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Servicer, or any payments or collections not received by the Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee the reports and data files set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) If the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Directing Certificateholder, making such statement, report or information available on the Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. The Servicer shall prepare and deliver electronically to the Directing Certificateholder, and each of the Trustee and Servicer, as applicable, shall make available on its website the reports and information described in Exhibit M in the forms and formats and within the timeframes set forth therein. None of the Servicer, the Special Servicer or the Trustee shall have any liability for disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2), Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to (other than the JQH Hotel Portfolio Mortgaged Property after the JQH Hotel Portfolio Servicing Transfer Event) securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2008 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019September 2009); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges (but with respect to any Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor Agreement) actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from revealed by the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that deems material and is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Trustee shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to a Serviced Whole Loan, the related Companion Holder) upon request and to each Holder of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, the Directing Certificateholder and, upon request, to the Depositor and the Depositoreach other (and, in electronic formatif required under any related Intercreditor Agreement, to any related Companion Holder), in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2008. Upon The Trustee shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Master Servicer or the Special Servicer. Within 45 days after receipt by the Master Servicer, with respect to Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer with respect to REO Property of any Privileged Person (other than the NRSROs) annual operating statements or rent rolls with respect to receive copies any Mortgaged Property or REO Property, or if such date would be after June 30 of such itemsany year, then within 30 days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. In connection with respect to Non-Specially Serviced Loans) or preparing the Special Servicer (with respect to Specially Serviced Loans CMSA NOI Adjustment Worksheets and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROCMSA Operating Statement Analysis Reports, the Master Servicer shall process (a) interim financial statements beginning with respect to Non-Specially Serviced Loansinterim financial statements for the fiscal quarter ending September 30, 2007, and (b) or annual financial statements beginning with annual financial statements for the Special Servicer (with respect to Specially Serviced Loans 2007 fiscal year. Upon the occurrence and REO Loans) shall deliver copies continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe JQH Hotel Portfolio Mortgaged Property after the JQH Hotel Portfolio Servicing Transfer Event) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee (in electronic format only), the Directing Certificateholder (and with respect to a Serviced Whole Loan, to the related Companion Holder) and the Special Servicer. The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the JQH Hotel Portfolio Mortgaged Property after the JQH Hotel Portfolio Servicing Transfer Event), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA REO Status Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 4:00 p.m. (New York City time) on each P&I Advance Date, beginning in August 2007, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Trustee the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iii) a CMSA Servicer Watch List with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, (vi) the Realized Loss Report and (vii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee via electronic format the CMSA Loan Setup File (with respect to the first Distribution Date) and the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Determination Date.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Trustee the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Trustee and the Directing Certificateholder, making such statement, report or information available on the Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and the Master Servicer, or the Special Servicer as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
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)
Inspections; Collection of Financial Statements. (a) The Commencing in 1999, the Master Servicer shall perform (shall, at its own cost and expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within 10 days of the preparation thereof, deliver to the Trustee, the Directing Certificateholder, the Rating Agencies, each other and, upon request of a Class F, Class G, Class H, Class J and Class K Certificateholder, such Holder, a copy of (and, upon request by any such Person, shall promptly discuss therewith the contents of) each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties; (iii) deliver copies of the collected items, and of the written reports prepared in respect thereof, to the Trustee, the Directing Certificateholder, the Rating Agencies, each other and, upon request of a Class F, Class G, Class H, Class J and Class K Certificateholder, such Holder, in each case within 45 days of its receipt or preparation, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or the Directing Certificateholder, and/or a Class F, Class G, Class H, Class J and Class K Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2), Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 _________________ or more at least once every twelve (12) __ months and (iib) less than $2,000,000 _______________ at least once every twenty-four (24) __ months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)1998; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve (12) monthsCut-off Date, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which Property, (v) a report setting forth the preparer of such report has knowledge or that is evident from the inspection three most recent years operating statements, and (vvi) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance Servicer within 40 days of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsits preparation. The Master Servicer shall deliver or make available to the Trustee, the Paying Agent, each Rating Agency, the Underwriters, the Placement Agents and each Holder of a Class [F], Class [G] and Class [H] Certificate, a copy of each such written report to that it prepared or received from the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after Special Servicer within 20 days of its receipt from the occurrence and during Special Servicer or 60 days of its preparation by the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Servicer.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer, via diskette or other electronic transmission and by written report to follow, in each case within 20 days of its receipt or preparation, as applicable, but in no event less than annually by June 1st of each year. The Servicer within five (5) Business Days shall deliver copies of receiptthe collected items, and of the Master Servicer and written reports prepared in respect thereof or received from the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder Rating Agencies, the Underwriters, the Placement Agents and the Depositoreach Holder of a Class [F], in Class [G] and Class [H] Certificate, via diskette or other electronic formattransmission and by written report to follow, in each case within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less frequently than annually by June 30 30th of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)year. In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are notshall, and REO Properties that do not relate toupon written request, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect deliver to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt Rating Agency copies of a any quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required statements received by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan)Servicer.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2014 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192015); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthsmonths and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, Loan in accordance with their respective outstanding principal balancesStated Principal Balances, or (ii) with respect to a Serviced an AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) Loan and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans Loan and the AB Subordinate Companion LoansLoan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event Event) and to the Trustee within five (ii5) other than with respect to any Excluded Loan (as to Business Days after completion of such party) that is a Specially Serviced Loan)report. Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Website. Prior to the Rating Agencies) that are Privileged Persons. The occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Holder of a Class Certificateholder E, Class F or Class NR Certificate (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) [Reserved]
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2014. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c3.15(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of a quarterly any annual operating statementstatements or rent rolls beginning with the calendar year ending December 31, 2013 with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within thirty (30) days after receipt, such Master Servicer or Special Servicer, as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if anypreviously prepared, commencing within forty-five (45update) days the analysis of receipt of such quarterly operating statement for operations and the quarter ending September 30, 2017, a CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report (but only to Report. Upon the extent occurrence and continuation of a Servicing Transfer Event, the related Mortgagor is required by Master Servicer shall provide the Special Servicer with all prior CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan documents (including underwritten figures), and the Special Servicer’s obligations hereunder shall be subject to deliver and does deliver, or otherwise agrees to provide and does provide, its having received all such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List)reports. The Master Servicer and Special Servicer shall forward to the other and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Specially Serviced LoansMortgaged Property) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder Certificateholder, and the related Companion Holder (with respect to any Serviced Companion Loan, the related Companion Holder, the Special Servicer and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).
(d) At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CREFC® Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than a Non-Serviced Mortgaged Property) (and, at the Special Servicer’s discretion, any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports or CREFC® REO Liquidation Reports), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) Within forty-five a CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (45iii) days after receipt of an annual a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statement or statements and rent rolls submitted by the Mortgagor.
(e) Not later than 3:00 p.m. (New York City time) on the P&I Advance Date beginning August 2013, the Master Servicer shall prepare (if and to the extent any such information is necessary) and deliver or cause to be delivered in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions electronic format to the CREFC® guidelinesCertificate Administrator the following reports and data files: (i) for each calendar year commencing within forty-five (45A) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by Master Servicer has received the related CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification and Corrected Mortgage Loan documents Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (with respect to deliver and does deliver, or otherwise agrees to provide and does provide, such informationthe first Distribution Date), presenting (C) the computation to “normalize” the full year net operating income most recent CREFC® Property File, and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, and (H) CREFC® Total Loan Report and (ii) with respect to each Due Period and any Mortgage Loan (other than any Non-Serviced Mortgage Loan) that permits Additional Debt or mezzanine debt in the future, a report, in substantially the format attached hereto as Exhibit KK or as otherwise reasonably acceptable to the Certificate Administrator and Master Servicer, which report shall (A) be provided following the Master Servicer’s initial knowledge of the related Mortgagor incurring Additional Debt or mezzanine debt, as applicable, (B) setting forth, (1) the amount of Additional Debt or mezzanine debt, as applicable, that is incurred in the related Due Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional Debt or mezzanine debt, as applicable, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt or mezzanine debt, as applicable, and (C) also be delivered to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Additionally, not later than 3:00 p.m. (New York City time) on the P&I Advance Date beginning August 2013, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Certificate Administrator the reports and data files set forth in Section 3.12(e). The Master Servicer (with respect may, absent manifest error, conclusively rely on the reports and/or data to Non-Specially Serviced Loans) or be provided by the Special Servicer (with respect pursuant to Specially Serviced Loans Section 3.12(c) and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet andSection 3.12(d). The Certificate Administrator may, upon requestabsent manifest error, conclusively rely on the related operating statements or rent rolls (in each case, promptly following reports and/or data to be provided by the initial preparation and each material revisionMaster Servicer pursuant to
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)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Specially Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2013 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192013); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthsmonths and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event Event) and to the Trustee within five (ii5) other than with respect to any Excluded Loan (as to Business Days after completion of such party) that is a Specially Serviced Loan)report. Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Website, and promptly, but not earlier than the second Business Day following such delivery, deliver copies of each such posted report to each Rating Agencies) that are Privileged PersonsAgency. The Prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Holder of a Class Certificateholder G, Class H or Class NR Certificate (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2013. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition3.15(c) and promptly, but not earlier than the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicablesecond Business Day following such delivery, shall prepare with respect deliver copies of each such item to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) the Rating Agencies. Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliverMaster Servicer, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within thirty (30) days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC NOI Adjustment Worksheet and the CREFC Operating Statement Analysis Report. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC Operating Statement Analysis Reports and CREFC NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CREFC Operating Statement Analysis Reports and CREFC NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property and REO Properties) Property, and the Master Servicer shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder Certificateholder, the Special Servicer and the related Companion Holder (17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website, and promptly, but not earlier than the second Business Day following such delivery, the Master Servicer shall thereafter deliver such items to the Rating Agencies. The Master Servicer shall maintain a CREFC Operating Statement Analysis Report and a CREFC NOI Adjustment Worksheet with respect to any Serviced Companion Loan)each Mortgaged Property or REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder the CREFC Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC reports: (i) a CREFC Delinquent Loan Status Report, (ii) Within forty-five a CREFC Historical Loan Modification and Corrected Mortgage Loan Report, (45iii) days after receipt of an annual operating statement or rent rolls a CREFC REO Status Report, (iv) a CREFC Comparative Financial Status Report and (v) a CREFC NOI Adjustment Worksheet and a CREFC Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning May 2012, the Master Servicer shall prepare (if and to the extent any such information is necessary) and deliver or cause to be delivered in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions electronic format to the CREFC® guidelinesCertificate Administrator the following reports and data files: (i) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is Master Servicer has received the CREFC Special Servicer Loan File at the time required, the most recent CREFC Delinquent Loan Status Report, CREFC Historical Loan Modification and Corrected Mortgage Loan Report and the CREFC REO Status Report, (ii) CREFC Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CREFC Property File, and CREFC Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC Special Servicer Loan File pursuant to Section 3.12(d) by the related Mortgage Special Servicer and Master Servicer), (iv) a CREFC Servicer Watch List with information that is current as of such Determination Date, (v) CREFC Financial File, and (vi) CREFC Loan documents Level Reserve/LOC Report and (vii) the CREFC Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver and does deliveror cause to be delivered to the Certificate Administrator via electronic format the CREFC Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or otherwise agrees any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to provide the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and does provide, such informationSection 3.12(d), presenting and the computation Master Servicer shall deliver to “normalize” the full year net operating income Certificate Administrator the reports and debt service coverage numbers used data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(e), to the extent that such information or reports are, in preparing turn, based on information or reports to be provided by the CREFC® Comparative Financial Status ReportSpecial Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer (and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with respect to Non-Specially Serviced Loans) applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to Specially Serviced Loans information to be provided to the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding anything to the contrary in the foregoing, the Master Servicer and REO Properties) the Special Servicer shall deliver any required statements, reports or make available other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies (in electronic format) format shall follow upon the correction of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionsuch system problems.
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)
Inspections; Collection of Financial Statements. (a) The Commencing in 1999, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of such report has knowledge of and the Master Servicer or the Special ServicerServicer (or their respective designees), as the case may be, deems materialmaterial and is evident from such inspection, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of which the preparer Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of such report has knowledge or the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within 10 days of the inspectionpreparation thereof, deliver to the Trustee, the Rating Agencies and each other a copy of (and, upon request, shall promptly discuss therewith the contents of) each such written report prepared or caused to be prepared by or on behalf of it. The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the written reports delivered to it pursuant to this Section 3.12(a). In the absence of actual knowledge that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer and the Special Servicer, as applicablein the case of all other Mortgage Loans, shall promptly deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder Rating Agencies and the Depositor, in electronic formateach other, in each case within sixty (60) 45 days of its receipt thereof, but in no event, in . In the case absence of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, actual knowledge that the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect is in default under this Section 3.12(b), the Trustee shall have no obligation to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, confirm that the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer has or is attempting to collect any of the items described above in this Section 3.12(b).
(c) If, with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Specially Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement), if any, commencing within forty-five (45) days of receipt of such quarterly operating statement the Special Servicer has any questions for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required based upon the information received by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect pursuant to Specially Serviced Loans and REO PropertiesSection 3.12(a) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information3.12(b), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer shall, in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect in assisting the Special Servicer to Specially Serviced Loans contact and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionsolicit information from such Mortgagor.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc), Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Properties securing Non-Serviced Mortgage Loan Loans or a Specially Serviced LoanMortgage Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or Serviced B Note becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan or Serviced B Note. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case Trustee and the Master Servicer a copy of each such written report. The cost of any Specially Serviced Loan, and such inspection shall be an expense of the Trust Fund.
(c) The Master Servicer, in the case of any Mortgage Loan (other than Non-Serviced Mortgage Loans or Specially Serviced Loan Mortgage Loans) or Serviced B Note, or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and 170 the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust), Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than Universal Hotel Portfolio Mortgaged Property) securing a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2006 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019August 2007); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material adverse change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, provided further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, mortgagee reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2006. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person (other than the NRSROs) to receive copies of each such items, report prepared by the Master Servicer (or the Special Servicer. Within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property (other than the Universal Hotel Portfolio Mortgaged Property) or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (with respect to Non-Specially Serviced Loansor, if previously prepared, update) or the Special Servicer (with respect to Specially Serviced Loans analysis of operations and REO Loans) shall deliver copies the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. Upon the occurrence and continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe Universal Hotel Portfolio Mortgaged Property) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and (i) with respect to the Universal Hotel Portfolio Whole Loan, the Universal Hotel Portfolio Representative, and (ii) with respect to a Companion Loan, to the related Companion Holder) and, upon written request, the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, beginning in October 2005, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent, the Directing Certificateholder or any Companion Holder making such statement, report or information available on the Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and the Master Servicer, or the Special Servicer as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
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)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Specially Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2013 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192013); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthsmonths and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event Event) and to the Trustee within five (ii5) other than with respect to any Excluded Loan (as to Business Days after completion of such party) that is a Specially Serviced Loan)report. Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Website. Prior to the Rating Agencies) that are Privileged Persons. The occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Holder of a Class Certificateholder F, Class G or Class NR Certificate (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2013. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c3.15(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliverMaster Servicer, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Loans Mortgage Loans, of any annual operating statements or rent rolls beginning with the calendar year ending December 31, 2012 with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within thirty (30) days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC NOI Adjustment Worksheet and the CREFC Operating Statement Analysis Report. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC Operating Statement Analysis Reports and CREFC NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CREFC Operating Statement Analysis Reports and CREFC NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property and REO Properties) Property, and the Master Servicer shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder Certificateholder, the Special Servicer and the related Companion Holder (17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC Operating Statement Analysis Report and a CREFC NOI Adjustment Worksheet with respect to any Serviced Companion Loan)each Mortgaged Property or REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder the CREFC Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC reports: (i) a CREFC Delinquent Loan Status Report, (ii) Within forty-five a CREFC Historical Loan Modification and Corrected Mortgage Loan Report, (45iii) days after receipt of an annual operating statement or rent rolls a CREFC REO Status Report, (iv) a CREFC Comparative Financial Status Report and (v) a CREFC NOI Adjustment Worksheet and a CREFC Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 3:00 p.m. (New York City time) on the P&I Advance Date beginning November 2012, the Master Servicer shall prepare (if and to the extent any such information is necessary) and deliver or cause to be delivered in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions electronic format to the CREFC® guidelinesCertificate Administrator the following reports and data files: (A) for each calendar year commencing within forty-five (45i) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is Master Servicer has received the CREFC Special Servicer Loan File at the time required, the most recent CREFC Delinquent Loan Status Report, CREFC Historical Loan Modification and Corrected Mortgage Loan Report and the CREFC REO Status Report, (ii) CREFC Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CREFC Property File, and CREFC Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC Special Servicer Loan File pursuant to Section 3.12(d) by the related Special Servicer and Master Servicer), (iv) a CREFC Servicer Watch List with information that is current as of such Determination Date, (v) CREFC Financial File, and (vi) CREFC Loan Level Reserve/LOC Report, (vii) the CREFC Advance Recovery Report and (B) a report, in such format reasonably acceptable to the Certificate Administrator and Master Servicer, setting forth with respect to any Mortgage Loan documents to deliver and does deliverthat permits Additional Debt or mezzanine debt in the future, (i) the amount of Additional Debt or otherwise agrees to provide and does providemezzanine debt, such information)as applicable, presenting that is incurred in the computation to “normalize” related Due Period, (ii) the full year net operating income and total debt service coverage numbers used ratio calculated on the basis of such Mortgage Loan and Additional Debt or mezzanine debt, as applicable, and (iii) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt or mezzanine debt, as applicable, which report shall also be delivered to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Certificate Administrator the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Certificate Administrator pursuant to Section 3.12(e), to the extent that such information or reports are, in preparing turn, based on information or reports to be provided by the CREFC® Comparative Financial Status ReportSpecial Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer (and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with respect to Non-Specially Serviced Loans) applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to Specially Serviced Loans information to be provided to the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding anything to the contrary in the foregoing, the Master Servicer and REO Properties) the Special Servicer shall deliver any required statements, reports or make available other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies (in electronic format) format shall follow upon the correction of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionsuch system problems.
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)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, commencing in the calendar year 2018 2012 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192013); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event Event) and to the Trustee within five (ii5) other than with respect to any Excluded Loan (as to Business Days after completion of such party) that is a Specially Serviced Loan)report. Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including Website, and, on the second Business Day following such delivery, deliver copies of each such posted report to each Rating Agencies) that are Privileged PersonsAgency. The Prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Holder of a Class Certificateholder E, Class F, Class G or Class NR Certificate (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2012. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver or make available electronic copies of such items to the Certificate Administrator Trustee to be posted on the Certificate AdministratorTrustee’s Website. Upon the request of any NRSRO, the The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Servicer, as applicable, shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)3.15(c) and, on the second Business Day following such delivery, shall deliver copies of each such item to the Rating Agencies. In addition, Within 45 days after receipt by the Master Servicer (Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans that are notof any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC NOI Adjustment Worksheet and the CREFC Operating Statement Analysis Report. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC Operating Statement Analysis Reports and CREFC NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and REO Properties that do not relate tothe Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and, Non-Serviced Mortgage Loans)prior to the occurrence of any Consultation Termination Event, as applicable, the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CREFC Operating Statement Analysis Reports and CREFC NOI Adjustment Worksheets shall prepare be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent, the Directing Certificateholder, the Special Servicer and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website, and, on the second Business Day following such delivery, the Master Servicer shall thereafter deliver such items to the Rating Agencies. The Master Servicer shall maintain a CREFC Operating Statement Analysis Report and a CREFC NOI Adjustment Worksheet with respect to each Mortgaged Property or REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder the CREFC Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC reports: (i) a CREFC Delinquent Loan Status Report, (ii) a CREFC Historical Loan Modification and Corrected Mortgage Loan Report, (iii) a CREFC REO Status Report, (iv) a CREFC Comparative Financial Status Report and (v) a CREFC NOI Adjustment Worksheet and a CREFC Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning November 2011, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CREFC Special Servicer Loan File at the time required, the most recent CREFC Delinquent Loan Status Report, CREFC Historical Loan Modification and Corrected Mortgage Loan Report and the CREFC REO Status Report, (ii) CREFC Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CREFC Property File, and CREFC Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CREFC Servicer Watch List with information that is current as of such Determination Date, (v) CREFC Financial File, and (vi) CREFC Loan Level Reserve/LOC Report and (vii) the CREFC Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CREFC Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s or the Special Servicer’s internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.
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)
Inspections; Collection of Financial Statements. (a) The Each Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2006 (and each Mortgaged Property shall be inspected on or prior to December 31, 20192007); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and such Master Servicer has no knowledge of a material adverse change in the Mortgaged Property since such physical inspection, the such Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, provided further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the applicable Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the applicable Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Trustee shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to the Houston Galleria Loan, the Houston Galleria Controlling Holder) upon request and to each Holder of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Each Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business Days of receipt, receipt and the such Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2006. Upon The Trustee shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the applicable Master Servicer (or the Special Servicer. Within 45 days after receipt by the applicable Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The applicable Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of and such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee (in electronic format only), the Directing Certificateholder (and with respect to a Loan Pair, to the related Companion Holder) and, upon written request, the Special Servicer. The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the applicable Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The applicable Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to such Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable such Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, beginning in March 2006, the applicable Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Trustee the following reports and data files: (i) to the extent the applicable Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iii) a CMSA Servicer Watch List with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, (vi) the Realized Loss Report and (vii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the applicable Master Servicer shall deliver or cause to be delivered to the Trustee via electronic format the CMSA Loan Setup File (with respect to the first Distribution Date) and the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicers the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and each Master Servicer shall deliver to the Trustee the reports and data files set forth in Section 3.12(e). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the reports and/or data to be provided by each Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by any Master Servicer to the Trustee pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), such Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and such Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of any Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. Each Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. Each Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if any Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, such Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Trustee, the Directing Certificateholder or any Companion Holder making such statement, report or information available on such Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, each Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and such Master Servicer, or the Special Servicer as the case may be. Each Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
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)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, calendar year commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2003; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthscalendar year, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder electronically using the ARCap naming convention the form of which is attached hereto as Exhibit S ((i) prior the "ARCap Naming Convention"), to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and in the case of the Simon Mortgage Loan, the Simon Representative) upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is does not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsstatements. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected by it to the Trustee, the Certificate Administrator, Paying Agent and the Directing Certificateholder (electronically using the ARCap Naming Convention) and, upon request, to the Depositor and the Depositor, in electronic formatTrustee and each other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30th of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteOperating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior Operating Statement Analysis Reports and NOI Adjusted Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of forward electronically using the foregoing items so collected thereby ARCap Naming Convention to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All Operating Statement Analysis Reports shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate AdministratorTrustee, the Paying Agent, the Directing Certificateholder (and in the case of the Simon Mortgage Loan, the Simon Representative) and, upon written request, the Special Servicer and the related Companion Holder operating statements or rent rolls. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (with respect to any Serviced Companion Loan).
(iior update thereof) Within forty-five (45) days after receipt of an annual and, upon written request, the related operating statement or rent rolls rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be substantially in the form of Exhibit L-12 attached hereto (or, at the discretion of the Servicer, or the Special Servicer, as applicable, provided that no less information is provided than is set forth in Exhibit L-12 in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report and (v) a CMSA REO Status Report.
(e) Not later than 12:30 p.m. (New York City time) on the P&I Advance Date, the Servicer shall prepare (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelinesnecessary) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies cause to be delivered (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestto the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the related operating statements or rent rolls most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File Report, and CMSA Comparative Financial Status Report (in each casecase combining the reports required in Section 3.12(d) by the Special Servicer and Servicer), promptly following (iii) a Servicer Watch List Report with information that is current as of such Determination Date and (iv) an Updated Collection Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the initial preparation Distribution Date, the Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and each material revisionSection 3.12(d), and the Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12 (d). The Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and the Servicer, or the Special Servicer as the case may be. The Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems. The Servicer and the Paying Agent, as applicable, shall prepare and deliver or make available on their respective websites (if applicable), to the Directing Certificateholder, the reports and information described in Exhibit T in the forms and formats and within the timeframes set forth therein.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR Cer Ser 2002-C2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019year); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such written report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance within 60 days of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)its preparation.
(b) The Special Servicer, in the case Servicer shall perform (or cause to be performed) a physical inspection of any each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans then as soon as practicable (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and in any event within 90 days thereafter) the Special Servicer shall not be required to request such operating statements perform (or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect performed) a physical inspection of each REO Mortgaged Property and shall collect all constituting collateral for such items promptly following their preparationMortgage Loan. The Special Servicer shall deliver all prepare (or cause to be prepared) a written report of each such items to inspection detailing the Master Servicer within five condition of the Mortgaged Property and specifying the existence of (5i) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, any vacancy in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of Mortgaged Property evident from such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or inspection that the Special Servicer deems material, (with respect to Specially Serviced Loans and REO Loansii) shall deliver any sale, transfer or make available electronic copies abandonment of the Mortgaged Property evident from such items to inspection, (iii) any adverse change in the Certificate Administrator to be posted on condition or value of the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or Mortgaged Property evident from such inspection that the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliverdeems material, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionE-137
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from such inspection, (iii) any adverse change in 100 the condition or value of the Mortgaged Property evident from such inspection that the Master Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Master Servicer, upon request, shall deliver to the Trustee a copy of each such written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Special Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer Servicer, upon request, shall deliver to the Trustee and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(bc) The Special ServicerMaster Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Properties securing Non-Serviced Mortgage Loan Loans or a Specially Serviced LoanMortgage Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan, Serviced Companion Loan or Serviced B Note becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan, Serviced Companion Loan or Serviced B Note. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case Trustee and the Master Servicer a copy of each such written report. The cost of any Specially Serviced Loan, and such inspection shall be an expense of the Trust Fund.
(c) The Master Servicer, in the case of any Mortgage Loan (other than Non-Serviced Mortgage Loans or Specially Serviced Mortgage Loans), Serviced Companion Loan or Serviced B Note, or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities Inc. Series 2004-C2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2001; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve (12) monthsCut-off Date, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which Property, (v) a report setting forth the preparer of such report has knowledge or that is evident from the inspection three most recent years operating statements, and (vvi) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance Servicer within 40 days of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsits preparation. The Master Servicer shall deliver or make available to the Trustee, the Paying Agent, each Rating Agency, the Underwriters, the Placement Agents and each Holder of a Class [F], Class [G] and Class [H] Certificate, a copy of each such written report to that it prepared or received from the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after Special Servicer within 20 days of its receipt from the occurrence and during Special Servicer or 60 days of its preparation by the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Servicer.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer, via diskette or other electronic transmission and by written report to follow, in each case within 20 days of its receipt or preparation, as applicable, but in no event less than annually by June 1st of each year. The Servicer within five (5) Business Days shall deliver copies of receiptthe collected items, and of the Master Servicer and written reports prepared in respect thereof or received from the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder Rating Agencies, the Underwriters, the Placement Agents and the Depositoreach Holder of a Class [F], in Class [G] and Class [H] Certificate, via diskette or other electronic formattransmission and by written report to follow, in each case within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less frequently than annually by June 30 30th of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)year. In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are notshall, and REO Properties that do not relate toupon written request, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect deliver to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt Rating Agency copies of a any quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required statements received by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan)Servicer.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loanthe Somerset Collection Mortgaged Property) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2005 (and provided that each such Mortgaged Property shall be inspected on or prior to December 31, 2019May 2005); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) 12 months, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder electronically using the ARCap naming convention the form of which is attached hereto as Exhibit T ((i) prior the "ARCap Naming Convention"), to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and Republic Plaza Representative (with respect to the Republic Plaza Whole Loan) upon request and to each Controlling Holder of a Class Certificateholder F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except). Notwithstanding anything herein to the contrary, after if ARCap Servicing Inc. or an Affiliate is no longer the occurrence Directing Certificateholder and during if ARCap Servicing, Inc. is no longer the continuance Special Servicer, none of a Consultation Termination Event the Master Servicer, the Special Servicer, the Paying Agent or with respect the Trustee shall be required to any Specially Serviced Loan that is an Excluded Loan as to such party)use the ARCap Naming Convention.
(b) The Special Servicer or Master Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan (other than the Somerset Collection Mortgage Loan) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, Paying Agent and the Directing Certificateholder (electronically using the ARCAP Naming Convention) and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 1 of each year commencing 2018June 1, 2005. Upon As an accomodation to the request Directing Certificateholder, the Master Servicer will make reasonable efforts to collect year end 2003 annual statements for the following ten (10) Mortgage Loans: 28, 35, 40, 41, 49, 62, 71, 88, 128 and 129, which will be delivered with quarterly information commencing June 2004. The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the foregoing items to the Underwriters, the Rating Agencies, the Trustee, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Privileged Person Certificate Owner, a copy (other than or image in suitable electronic media) of each such report prepared by the NRSROsMaster Servicer or the Special Servicer. Within 105 calendar days after the end of each of the first three calendar quarters (in each year) to receive copies of such itemsfor the trailing or quarterly information received, commencing in the quarter ending on June 30, 2004, the Master Servicer (in the case of the Mortgage Loans that are Non-Specially Mortgage Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage Loans) shall deliver to the Paying Agent and the Directing Certificateholder a CMSA Operating Statement Analysis Report and a CMSA Financial File for each Mortgaged Property (in electronic format), prepared using the non-normalized quarterly and normalized year-end operating statements and rent rolls received from the related Mortgagor. Beginning in 2005 for year-end 2004, within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans and of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Loans) shall deliver or make available electronic copies of such items Property (other than with respect to the Certificate Administrator to Somerset Collection Mortgaged Property), or if such date would be posted on the Certificate Administrator’s Website. Upon the request after June 1 of any NRSROyear, then within 30 days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (with respect to Non-Specially Serviced Loansor, if previously prepared, update) or the Special Servicer (with respect to Specially Serviced Loans analysis of operations and REO Loans) shall deliver copies the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. Upon the occurrence and continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjusted Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced the Somerset Collection Mortgage Loan, which shall be on file pursuant to the LB-UBS 2004-C2 PSA) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic formatformat with ARCap Naming Convention) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to the Republic Plaza Whole Loan, the Republic Plaza Representative) and the Special Servicer (in the case of the Directing Certificateholder, electronic copies using the ARCap Naming Convention). The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Trustee, the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property (other than the Somerset Collection Mortgage Loan, which shall be on file pursuant to the LB-UBS 2004-C2 PSA) and REO Property.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the Business Day prior to the Distribution Date, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch list with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) CMSA Reconciliation of Funds Report, (viii) the Realized Loss Report and (ix) the Monthly Additional Report on Recoveries and Reimbursements. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. Information with respect to the Somerset Collection Mortgage Loan will be included in such reports only to the extent received on a timely basis from the LB-UBS 2004-
Appears in 1 contract
Inspections; Collection of Financial Statements. (a) The Commencing in 2000, the Master Servicer shall perform (shall, at its own cost and expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, or if the long-term debt rating given by a Rating Agency with respect to the Tenant under the related Credit Lease Loan has been downgraded by one rating letter grade or below "BB-" or its equivalent, then at the time of such downgrade, and thereafter at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes is transferred thereto pursuant to Section 3.21(a) and annually thereafter so long as it is a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within 10 days of the preparation thereof, deliver to the Trustee, the Directing Certificateholder, the Rating Agencies, each other and, upon request of a Class C, Class D, Class E, Class F and Class G Certificateholder, such Holder, a copy of (and, upon request by any such Person, shall promptly discuss therewith the contents of) each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), as the case may be, deems material, (iv) any visible material waste committed on Trustee shall have no obligation to confirm that inspections of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (Properties are being performed in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than accordance with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties; (iii) deliver copies of the collected items, and of the written reports prepared in respect thereof, to the Trustee, the Directing Certificateholder, the Rating Agencies, each other and, upon request of a Class C, Class D, Class E, Class F and Class G Certificateholder, such Holder, in each case within 45 days of its receipt or preparation, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or the Directing Certificateholder, and/or a Class C, Class D, Class E, Class F and Class G Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is delivered to it in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, written or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (additional information referred to in each case, promptly following the initial preparation and each material revisionpreceding sentence.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationslink Funding Corp 1999-LTL-1 Commer Loan Pas THR Cer)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Loan remains a Specially Serviced Loan. The cost of Loan or if such inspection by Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2005, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the second proviso of preceding sentence. Notwithstanding the two immediately preceding sentence shall be an expense of sentences, the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, Special Servicer with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of Mortgaged Property where the related Intercreditor Agreement pursuant to which Loan is a Specially Serviced Loan and/or any amounts collected REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionssuch Mortgaged Property or REO Property falls below 1.0x. The costs of each such inspection incurred by the Special Servicer or the Master Servicer, as applicable, shall be reimbursable first from Default Charges and to the extent such Default Charges are insufficient out of general collections. To the extent such costs are to reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, the CC Controlling Holder (if the CC Component Mortgage Loan is involved), the SS Controlling Holder (if the SS Component Mortgage Loan is involved), the UH Controlling Holder (if the UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and the 17 State Street B Noteholder (if the 17 State Street A/B Loan is involvxx), xxx Xxxxxxxxateholder or, if the Xxxxxxx xxx xx accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended December 2004, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, Within 60 days after receipt by the Master Servicer (with respect from the related Mortgagors or otherwise, as to Non-Specially Serviced Performing Loans) or , and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request Properties, of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced LoansLoan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the Special related CMSA Operating Statement Analysis Report. The Master Servicer (with respect to Specially Serviced Loans and REO Loans) also shall deliver to the Directing Certificateholder (in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or any portion of updated by it (within 10 days following the foregoing items initial preparation and each update thereof), together with, if so collected thereby requested, the underlying operating statements and rent rolls, to the 17g-5 Information Provider pursuant Master Servicer in a format reasonably acceptable to Section 3.13(c)the Master Servicer and the Trustee. In additionAll CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with respect to Non-Specially Serviced LoansSection 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the CC Controlling Holder (if the CC Component Mortgage Loan is involved), the SS Controlling Holder (if the SS Component Mortgage Loan is involved), the UH Controlling Holder (if the UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and the 17 State Street B Noteholder (if the 17 State Street A/B Loan is involvxx), x XXXX XXX Xdjustment Worksheet xxx xxxx Xxxxxxged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Loan (other than a Specially Serviced Companion Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than 2:00 p.m. (45New York City time) days after receipt of an annual operating statement on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls cause to be delivered to the Master Servicer, the Directing Certificateholder, the CC Controlling Holder (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related CC Component Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such informationis involved), presenting the computation to “normalize” SS Controlling Holder (if the full year net operating income SS Component Mortgage Loan is involved), the UH Controlling Holder (if the UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and debt service coverage numbers used by the 17 State Street B Noteholder (if the 17 State Street A/B Loan is involvxx), xxx xxxxxxxxg reports (or data fxxxx xxxxxxxx xo reports of the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (Servicer) with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mort. Pass Thr. Certs SER 2004-3)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating at least once every 12 months (or, in the case a Mortgaged Property related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance an outstanding principal balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least 2,000,000, once every twenty-four (2424 months) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2004; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) 12 months, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder ((i) prior electronically and to the occurrence Trustee and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Trustee shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to the Concord Mills Mortgage Loan, the Concord Mills Representative) upon request and xx xach Holder of a Class F, Claxx X, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer shall each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, Trustee and the Directing Certificateholder (electronically) and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon The Trustee shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30th of any year, then within 30 days after receipt, the Servicer (or, with respect to Specially-Serviced Mortgage Loans, the Special Servicer) shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. The Servicer and Special Servicer shall forward to the other and the Directing Certificateholder monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports shall be maintained by the Servicer (or, in the case of Specially-Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced LoansSpecial Servicer) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee, the Directing Certificateholder (and with respect to the Concord Mills Mortgage Loan, the Concord Mills Representative) and the Special Xxxxxcer. The Trustee shall, upon xxxxest and to the extent such items have been delivered to the Trustee by the Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and the related operating statement or rent rolls. Each CMSA Operating Statement Analysis Report shall be substantially in the form of Exhibit M-12 attached hereto (or, at the discretion of the Servicer, or the Special Servicer, as applicable, provided that no less information is provided than is set forth in Exhibit M-12 in a CMSA format. The Servicer and the Special Servicer may agree that the Servicer shall maintain the CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property and, in such event, the Special Servicer shall be required to forward to the Servicer all operating statements and rent rolls that the Special Servicer receives with respect to all Specially-Serviced Mortgage Loans and REO Properties.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report, (iv) a CMSA Historical Loan Modification Report (v) a CMSA REO Status Report, (vi) a CMSA Comparative Financial Status Report and (vii) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the Business Day prior to the Distribution Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Trustee data files relating to the following reports: (i) to the extent received at the time required, the most recent Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification Report, CMSA Loan Setup File (with respect to the first Distribution Date) and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File Report, and CMSA Comparative Financial Status Report (in each case combining the reports required in Section 3.12(d) by the Special Servicer and Servicer), and (iii) a CMSA Servicer Watch List with information that is current as of such Determination Date. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Trustee via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) If the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Trustee, making such statement, report or information available on the Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pass THR Cert Se 2003 C1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 [2,000,000] or more more, at least once every twelve (12) 12 months and (iib) less than $2,000,000 [2,000,000], at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)20__; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee and the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Paying Agent within 5 Business Days after request for copies (or if such request is received before such report is completed, within 5 Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to each Rating Agency and the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class [F], Class [G] and Class [H] Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected thereby to the TrusteePaying Agent, the Certificate Administrator, the Directing Certificateholder Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such itemsThe Paying Agent shall, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROupon request, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additionUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, as to non-Specially Serviced Mortgage Loans, and within 20 days after receipt by the Special Servicer, as to Specially Serviced Mortgage Loans, of any annual operating statements or rent rolls with respect to Non-Specially Serviced Loans) any Mortgaged Property or REO Property, but in no event later than June 30th of each year, the Servicer or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans)Servicer, as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the Net Operating Income adjustment worksheet (the "Operating Statement Analysis Report"), and the Special Servicer shall prepare remit each Operating Statement Analysis Report (in CMSA format) prepared by it, together with the underlying operating statements and rent rolls, to the Servicer in a format reasonably acceptable to the Servicer. All Operating Statements Analysis Reports shall be maintained by the Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate AdministratorPaying Agent and the Special Servicer, together with the related operating statements or rent rolls. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Directing Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be substantially in the form of Exhibit J attached hereto (or, at the discretion of the Servicer, provided that no less information is provided than is set forth in Exhibit J in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a delinquent loan status report, (ii) a comparative financial status report, (iii) an historical loss estimate report; (iv) an historical loan modification report and (v) an REO status report.
(e) Not later than 3:30 p.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent any necessary) and deliver or cause to be delivered to the Trustee and the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent delinquent loan status report, historical loss estimate report, historical loan modification report and REO status report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA property file, CMSA loan periodic update file and comparative financial status report (in each case combining the reports prepared by the Special Servicer and Servicer), and (iii) a watch list report with information that is current as of such Determination Date.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee and the Paying Agent the reports set forth in Section 3.12(e), in an electronic format reasonably acceptable to the Special Servicer, the Paying Agent, the Servicer and the Trustee. The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(e) and Section 3.12 (d). The Trustee and the Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee and the Paying Agent pursuant to Section 3.12(e), to the extent that such information is or reports are, in the form of normalized year-end financial statements that have been turn, based on a minimum number of months of operating results as recommended information or reports to be provided by CREFC® in the instructions Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the CREFC® guidelinesextent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c) for each calendar year commencing within forty-five or Section 3.12(d) the Servicer shall have no obligation to provide such information or reports to the Trustee or the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(45g) days Notwithstanding foregoing, however, the failure of receipt the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only this Section 3.12 to the extent the related Mortgagor is required by Servicer or Special Servicer so fails because such disclosure, in the related good faith reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (document prohibiting disclosure of information with respect to Non-Specially Serviced Loans) the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) without suggesting liability on the part of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionany other party hereto).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Commercial Mortgage Corp)
Inspections; Collection of Financial Statements. (a) The Commencing in 2002, the Master Servicer shall perform (at its own expense)) or, or shall cause in the case of any inspection required to be performed sixty (at its own expense60) days after delinquency, the Special Servicer, (who shall be reimbursed in connection with such inspection as set forth in the immediately succeeding sentence), a physical shall inspect or cause the inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve two (122) months and years (ii) less or, if the related Mortgage Loan has a then current balance greater than $2,000,000 2,000,000, at least once every twenty-four year), (24ii) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on after delinquency, and (iii) upon the Debt Service Coverage Ratio of a Mortgage Loan falling below 1.0x, provided that at least 50% of the Mortgaged Properties (by both number and aggregate Stated Principal Balances of the related Mortgage LoanLoans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the fourth succeeding sentence, by the Special Servicer. The commercially reasonable costs of such inspection by the Special Servicer shall inspect be an expense of the Trust Fund which expense shall be reimbursed to the Trust Fund from Default Charges collected by the Special Servicer on such Specially Serviced Mortgage Loan and otherwise paid to the Special Servicer as a Servicing Advance. Notwithstanding anything herein to the contrary, no such inspection shall be required, and no costs of such inspection shall be reimbursable from the Trust Fund, for (i) any Mortgaged Property relating to an AB Mortgage Loan to the extent such AB Mortgage Loan has been paid in full or is no longer part of the Trust Fund or (ii) a CML to the extent the CML Senior Balance of the Corresponding CML Senior Component has been reduced to zero. The Master Servicer shall be responsible for such inspections only in respect of (i) Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) Corrected Mortgage Loans. The Special Servicer, subject to statutory limitations or limitations set forth in the related Mortgage Loan documents, shall perform or cause to be inspected the related performed a physical inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes is transferred thereto pursuant to Section 3.21(a) and annually thereafter so long as it is a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, or (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall (i) within thirty (30) days of the preparation thereof, deliver electronically to the Directing Certificateholder (and, with respect to a CML, the related CML Representative), the Rating Agencies, each other and the Trustee, which shall then, as required by Section 8.12(b), upon written request of a Class XC, Class XP, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificateholder, deliver to such Holder a copy of such report has knowledge and (ii) upon request by any such Person, promptly discuss therewith the contents of each such written report prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), as the case may be, deems material, (iv) any visible material waste committed on Trustee shall have no obligation to confirm that inspections of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (Properties are being performed in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than accordance with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual, quarterly and annual or other periodic operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; and (ii) subject to Section 4.02(b), deliver copies of the collected items supporting the reports, and deliver the written reports prepared in respect thereof to the Directing Certificateholder as provided in Exhibit P hereto (and, with respect to a CML, the related CML Representative), and upon request, the Rating Agencies, each other and the Trustee, in each case within thirty (30) days of the later of receipt of such collected items or request pursuant to Section 4.02(b), as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer retained by such person). The Trustee shall deliver or make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Thru Certs Series 2001-3)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2005 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019November 2005); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, mortgagee reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2005. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person (other than the NRSROs) to receive copies of each such items, report prepared by the Master Servicer (or the Special Servicer. Within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (with respect to Non-Specially Serviced Loansor, if previously prepared, update) or the Special Servicer (with respect to Specially Serviced Loans analysis of operations and REO Loans) shall deliver copies the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. Upon the occurrence and continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to the 345 Park Avenue South Whole Loan, the 345 Park Avenue South B Note Reprxxxxxxxxxx) xxx, xxxx written request, xxx Xxxxxxx Xxxxxxxx. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning February 2005, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) CMSA Reconciliation of Funds Report, (viii) the Realized Loss Report and (ix) the Monthly Additional Report on Recoveries and Reimbursements. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder, making such statement, report or information available on the Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and the Master Servicer, or the Special Servicer as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems. The Master Servicer and the Paying Agent, as applicable, shall prepare and deliver electronically or make available on its website or, with respect to the Paying Agent, make available on its website, to the Directing Certificateholder, the reports and information described in Exhibit M in the forms and formats and within the timeframes set forth therein or in such other format as agreed to by the Directing Certificateholder. None of the Master Servicer, the Special Servicer or the Paying Agent shall have any liability for disseminating information in accordance with the terms of this Agreement.
Appears in 1 contract
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Serviced Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Serviced Loan remains a Specially Serviced Loan or if such Mortgaged Property becomes a REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2008, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property (other than a Mortgaged Property related to any Non-Serviced Loan) at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the related Mortgage Loan Seller, the Directing Certificateholder, the related Companion Loan Holder or any Controlling Holder, as applicable (if a Serviced Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder or such Controlling Holder, as applicable), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended September 2007, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially each Performing Serviced Loan Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five copies (5or images in suitable electronic media) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby or obtained by it to the 17g-5 Information Provider pursuant Master Servicer within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Section 3.13(cany Performing Serviced Loan, and within 45 days after receipt by the Special Servicer or otherwise, as to any Specially Serviced Loan or REO Property (other than REO Property related to any Non-Serviced Loan). In addition, of any annual operating statements or rent rolls with respect to any Mortgaged Property (other than the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any REO Property:
) shall, based upon such operating statements or rent rolls, prepare (i) Within forty-five (45) days after receipt of a quarterly operating statementor, if anypreviously prepared, commencing within forty-five (45update) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® related CMSA Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does delivercommencing March 31, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List)2008. The Master Servicer also shall deliver to the Directing Certificateholder (with respect in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within ten days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to Non-the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Serviced Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced LoansLoan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the related Companion Loan Holder (if a Serviced Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder), any Certificateholder or, if the Trustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property (other than with respect to the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to any REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report andupon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the related Companion Loan Holder, upon requestits request (if the related Serviced Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate AdministratorTrustee and the Special Servicer) commencing March 31, 2008. If, with respect to any Serviced Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or Section 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved), the following reports (or data files relating to reports of the Master Servicer) with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Serviced Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) monthsyear except, in each casethe case of a Credit Lease Loan, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019at least once every three years); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from such inspection. The Master Servicer, upon request, shall deliver to the inspection and (v) photographs Trustee a copy of each inspected such written report. In the event the published rating for any Tenant or Guarantor is downgraded by any of Standard & Poor's or FITCH IBCA by one or more rating increments (e.g. AA to A) and no inspection has been performed due to a ratings downgrade in the preceding twelve months for the related Mortgaged Property. The Special Servicer and , then in each such instance, the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as cause all Mortgaged Properties leased to such partyTenant to be inspected as soon as reasonably practical and, thereafter, in accordance with the first sentence of this clause (a).
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)1998; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that (i) the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve Cut-off Date or (12ii) monthsthe Debt Service Coverage Ratio with respect to any Mortgaged Property has decreased to 0.90x or less, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which Property, (v) a report setting forth the preparer of such report has knowledge or that is evident from the inspection three most recent years operating statements, and (vvi) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee, the occurrence Paying Agent, each Rating Agency, the Underwriters, the Placement Agents and continuance each Holder of a Control Termination Event Class F, Class G, Class H, Class I and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies Class J Certificate, within 60 days of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)its preparation.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer, via diskette or other electronic transmission and by written report to follow, in each case within 20 days of its receipt or preparation, as applicable, but in no event less than annually by June 1st of each year. The Servicer within five (5) Business Days shall deliver copies of receiptthe collected items, and of the Master Servicer and written reports prepared in respect thereof or received from the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder Rating Agencies, the Underwriters, the Placement Agents and the Depositoreach Holder of a Class F, in Class G, Class H and Class I Certificate, via diskette or other electronic formattransmission and by written report to follow, in each case (other than quarterly operating statements received by the Servicer, which will be provided to the Rating Agencies and the Directing Certificateholder, and otherwise, only upon request (which such request may state that such operating statements be delivered until further notice)) within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less frequently than annually by June 30 30th of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Serviced Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Serviced Loan remains a Specially Serviced LoanLoan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2007, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, the One Stamford Forum Note B Holder (if the Serviced Whole Loan is involved and the Trustee has knowledge of such Noteholder), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended December 2006, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially each Performing Serviced Loan Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, Within 60 days after receipt by the Master Servicer (with respect from the related Mortgagors or otherwise, as to Non-Specially Performing Serviced Loans) or , and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request Properties, of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced LoansLoan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the Special related CMSA Operating Statement Analysis Report. The Master Servicer (with respect to Specially Serviced Loans and REO Loans) also shall deliver to the Directing Certificateholder (in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or any portion of updated by it (within ten days following the foregoing items initial preparation and each update thereof), together with, if so collected thereby requested, the underlying operating statements and rent rolls, to the 17g-5 Information Provider pursuant Master Servicer in a format reasonably acceptable to Section 3.13(c)the Master Servicer and the Trustee. In additionAll CMSA Operating Statement Analysis Reports relating to Performing Serviced Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the One Stamford Forum Note B Holder (if the Serviced Whole Loan is involved and the Trustee has knowledge of such Noteholder), any Certificateholder or, if the Trustee has in accordance with respect to Non-Specially Serviced LoansSection 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the One Stamford Forum Note B Holder upon its request (if the Serviced Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Serviced Companion Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than 2:00 p.m. (45New York City time) days after receipt of an annual operating statement on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls cause to be delivered to the Master Servicer, the Directing Certificateholder, the One Stamford Forum Note B Holder (if and to the extent any such information Serviced Whole Loan is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such informationinvolved), presenting the computation following reports (or data files relating to “normalize” the full year net operating income and debt service coverage numbers used by reports of the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (Servicer) with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Serviced Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-3)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year, commencing in 1997, by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of such report has knowledge of and the Master Servicer or the Special ServicerServicer (or their respective designees), as the case may be, deems materialmaterial and is evident from such inspection, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of which the preparer Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of such report has knowledge or the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer shall each deliver to the inspectionTrustee and each other a copy of each such written report prepared or caused to be prepared by it within 45 days of such report's preparation. The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), all such copies so delivered to it. In the absence of actual knowledge that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(v) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Mortgaged Properties constituting REO Properties or collateral for Specially Serviced Mortgaged Loans) at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every two years (or, if the related Mortgage Loan or has a Specially Serviced Loan) with a current balance of more than the lesser of $2,000,000 and 3% of the then-aggregate Stated Principal Balance of (i) $2,000,000 or more the Mortgage Pool, at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019year); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall promptly prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsinspection. The Master Servicer shall deliver or make available to the Trustee, the Special Servicer and the Depositor a copy of each such written report within 30 days of the related inspection, and the Trustee shall deliver to the Directing Certificateholder and upon request to Holders of the Privately Offered Certificates a copy of each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after written report within 15 days of receipt of such report from the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Master Servicer.
(b) The Special Servicer shall perform (or cause to be performed), as soon as practicable after the commencement of its servicing obligations hereunder, a physical inspection of each REO Property and each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan, and thereafter at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once per calendar year. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall promptly prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer shall deliver to the Master Servicer, the Trustee, the Holders of the Privately Offered Certificates and the Depositor a copy of each such written report within 60 days of the related inspection.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause use reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receiptother such party, the Depositor and the Trustee, and the Master Servicer and the Special Servicer, as applicable, Trustee shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion Holders of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan)Privately Offered Certificates.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Inspections; Collection of Financial Statements. (a) The Commencing in 1998, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within 10 days of the preparation thereof, deliver to the Trustee, any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, the Rating Agencies and each other a copy of (and, upon request, shall promptly discuss therewith the contents of) each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties; (iii) deliver copies of the collected items, and of the written reports prepared in respect thereof, to the Trustee, any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, the Rating Agencies and each other, in each case within 45 days of its receipt or preparation, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or any single Holder that then constitutes the Majority Certificateholder of the Controlling Class, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the 109 Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Loan remains a Specially Serviced LoanLoan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2006, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. Notwithstanding the two immediately preceding sentences, the Special Servicer with respect to any Mortgaged Property where the related Loan is a Specially Serviced Loan and/or any REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to such Mortgaged Property or REO Property falls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, reimbursable first from Default Charges and to the extent not paid by the related Mortgagor, reimbursed first from Penalty such Default Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable insufficient out of general collections. To the extent such costs are to reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Sellers, the Directing Certificateholder, the FM Controlling Holder (if the FM Component Mortgage Loan is involved), the SM Controlling Holder (if the SM Component Mortgage Loan is involved), the LM Controlling Holder (if the LM Component Mortgage Loan is involved), the Fashion Show Mall Pari Passu Note A-2 Companion Loan Noteholder (if the Fashion Show Mall Whole Loan is involved and the Trustee has knowledge of such Noteholder), the 1901 Research Boulevard B Noteholder (if the 1901 Research Boulevard Whxxx Xxxx xx xxxxxxxx xxx the Trustee has knowxxxxx xx xxxx Xxxxxxxxxr), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended March 2006, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five copies (5or images in suitable electronic media) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby or obtained by it to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Non-Specially Serviced Performing Loans) or , and within 45 days after receipt by the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans)or otherwise, as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the related CMSA Operating Statement Analysis Report. The Special Servicer shall deliver or make available copies (in electronic format) remit a copy of each CREFC® CMSA Operating Statement Analysis Report and, upon request, the related operating statements prepared or updated by it (in each case, promptly within ten days following the initial preparation and each material revision update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the FM Controlling Holder (if the FM Component Mortgage Loan is involved), the SM Controlling Holder (if the SM Component Mortgage Loan is involved), the LM Controlling Holder (if the LM Component Mortgage Loan is involved), the Fashion Show Mall Pari Passu Note A-2 Companion Loan Noteholder (if the Fashion Show Mall Whole Loan is involved and the Trustee has knowledge of such Noteholder), the 1901 Research Boulevard B Noteholder (if the 1901 Research Boulevard Whxxx Xxxx xx xxxxxxxx xxx the Trustee has knowxxxxx xx xxxx Xxxxxxxxxr), any Certificateholder or, if the Trustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) to the Certificate Administratorand, if requested, the Directing Certificateholder and the related Companion Holder (operating statement or rent rolls. If, with respect to any Loan (other than a Specially Serviced Companion Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder, the FM Controlling Holder (if the Fashion Show Mall Whole Loan is involved), the Fashion Show Mall Pari Passu Note A-2 Companion Loan Noteholder (if the Fashion Show Mall Whole Loan is involved), the SM Controlling Holder (if the SM Component Mortgage Loan is involved), the LM Controlling Holder (if the LM Component Mortgage Loan is involved) and the 1901 Research Boulevard B Noteholder (if the 1901 Research Boulevard Whxxx Xxxx xx xxxxxxxx), xxe following reports (xx xxxx xxxxx xxxxxxxx to reports of the Master Servicer) with respect to the Specially Serviced Loans and any REO Properties for which it is responsible, providing the required information as of such Determination Date: (i) a CMSA Property File; (ii) Within forty-five a CMSA Special Servicer Loan File (45which, in each case, if applicable, will identify each Loan by loan number and property name); and (iii) days after receipt of an annual operating statement or rent rolls (if and the CMSA REO Status Report. In addition, the Special Servicer shall from time to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to time provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer with such information in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Servicer's possession regarding the Specially Serviced Loans and REO PropertiesProperties as may be requested by the Master Servicer and is reasonably necessary for the Master Servicer to prepare each report and any supplemental information required to be provided by the Master Servicer to the Trustee.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Trustee and the Special Servicer the reports set forth in Section 3.12(d), in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or make available copies reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c).
(f) Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in electronic format) the reasonable belief of each CREFC® NOI Adjustment Worksheet andthe Master Servicer or the Special Servicer, upon requestas the case may be, would violate any applicable law or any provision of a Loan document prohibiting disclosure of information with respect to the Loans or Mortgaged Properties or would constitute a waiver of the attorney-client privilege on behalf of the Trust. The Master Servicer and the Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law, the related operating statements Loan documents and the Servicing Standard. The Master Servicer or rent rolls the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (in each case, promptly following without suggesting liability on the part of any other party hereto).
(g) The Depositor shall provide to the Master Servicer and the Trustee the initial preparation data (as of the respective Due Dates for the Loans in April 2005 or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and the CMSA Property File. In addition, the Depositor shall cause each material revisionMortgage Loan Seller to prepare (or cause to be prepared on its behalf) a CMSA Loan Set-Up File
(h) If the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provision of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Master Servicer's internet website or the Trustee's Website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Trustee may request delivery in paper format of any statement, report or information required to be delivered to the Trustee and clause (z) shall not apply to the delivery of any information required to be delivered to the Trustee unless the Trustee consents to such delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced LoanForum Shops Mortgaged Property) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, calendar year commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2005; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthscalendar year and the Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report report, in the format provided by CMSA, of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder ((i) prior and, upon request to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after such request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) [Reserved].
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan (other than the Forum Shops Whole Loan) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected by it to the Trustee, the Certificate Administrator, Paying Agent and the Directing Certificateholder and, upon request, to the Depositor and the DepositorTrustee and each other (in hard copy, in electronic formatformat or made available on its Internet website), in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property (other than the Forum Shops Mortgaged Property) or REO Property, or if such date would be after June 30th of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteOperating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior Operating Statement Analysis Reports and NOI Adjusted Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All Operating Statement Analysis Reports shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe Forum Shops Mortgaged Property) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee (upon request), the Paying Agent, the Directing Certificateholder (and with respect to the Forum Shops Whole Loan, the Forum Shops Representative) and, upon written request, the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and, upon written request, the related operating statement or rent rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be in the form of the then current CMSA format.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report, (v) a CMSA REO Status Report and (vi) a CMSA Special Servicer Report.
(e) Not later than 12:30 p.m. (New York City time) on the P&I Advance Determination Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered (in electronic format) to the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File Report, and CMSA Comparative Financial Status Report (in each case combining the reports required in Section 3.12(d) by the Special Servicer and Servicer), (iii) a Servicer Watch List Report with information that is current as of such Determination Date and (iv) an Updated Collection Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and the Servicer, or the Special Servicer as the case may be. The Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Mortgage Chase Comm Mort Pass THR Certs Ser 2004-Cibc8)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgaged Property) securing a Mortgage Loan or a Specially Serviced Loan) Note that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2008 (and each Mortgaged Property shall be inspected on or prior to December 31November 30, 20192009); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges (but with respect to a Serviced Whole Loan, only from amounts available for such purpose under the related Intercreditor Agreement) actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Loan Mortgage Loans other than the Non-Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and review rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans), and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans) shall make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2008. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person (other than the NRSROs) to receive copies of each such items, report prepared by the Master Servicer (or the Special Servicer. Within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage LoanMortgaged Property) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver format or make available copies (in electronic formaton its internet website) of each CREFC® NOI Adjustment Worksheet and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to any Companion Loan, the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property (other than a Non-Serviced Mortgaged Property).
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iii) a CMSA REO Status Report, (iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning December 2007, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report and the CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report, (viii) the CMSA Advance Recovery Report, and (ix) with respect to Mortgage Loans that have a Companion Loan, the CMSA Total Loan Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder or any Companion Holder, making such statement, report or information available on the Master Servicer's or the Special Servicer's internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 2004 (and each Mortgaged Property Mortgage property shall be inspected on or prior to December 31, 2019August 2004); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) 12 months, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder electronically using the ARCap naming convention the form of which is attached hereto as Exhibit V ((i) prior the "ARCap Naming Convention"), to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to a Component Mortgage Loan, the related Component Mortgage Loan Representative) upon request and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, Paying Agent and the Directing Certificateholder (electronically using the ARCap Naming Convention) and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Trustee, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30th of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior Operating Statement Analysis Reports and NOI Adjusted Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (format with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver ARCap Naming Convention or make available copies (in electronic formaton its Internet website) of each CREFC® NOI Adjustment Worksheet and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to a Component Mortgage Loan, the related Component Mortgage Loan Representative) and the Special Servicer (in the case of the Directing Certificateholder, electronic copies in the ARCap Naming Convention). The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and the related operating statement or rent rolls. The Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each CMSA Operating Statement Analysis Report shall be substantially in the form of Exhibit M-12 attached hereto (or, at the discretion of the Servicer, or the Special Servicer, as applicable, provided that no less information is provided than is set forth in Exhibit M-12 in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer and the Directing Certificateholder the CMSA Specially Serviced Loan File (or data files relating to reports of the Servicer) with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date, which CMSA Specially Serviced Loan File shall include data, to enable Servicer to produce the following CMSA Supplement Reports: (i) a Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report, (iv) a CMSA Historical Loan Modification Report, (v) a CMSA REO Status Report, (vi) a CMSA Comparative Financial Status Report and (vii) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the Business Day prior to the Distribution Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent data files relating to the following reports: (i) to the extent the Servicer has received the CMSA Specially Serviced Loan File at the time required, the most recent Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Loan Setup File (with respect to the first Distribution Date) and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Specially Serviced Loan File pursuant to Section 3.12(d) by the Special Servicer and Servicer), (iii) a CMSA Servicer Watchlist with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, and (vi) CMSA Reconciliation of Funds Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) If the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent, making such statement, report or information available on the Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. The Servicer and the Paying Agent, as applicable, shall prepare and deliver or make available on their respective websites, to the Directing Certificateholder, the reports and information described in Exhibit N in the forms and formats and within the timeframes set forth therein.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Sec Corp Pass Thru Cert Ser 2003-Cibc6)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Mortgaged Properties constituting collateral for the Mesa Grande Loan A2 or a Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of 115 each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case of any Specially Serviced Loan, Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer, in the case of any Non-Mortgage Loan other than the Mesa Grande Loan A2 or Specially Serviced Loan Mortgage Loans, or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgaged Property constituting collateral for the Oakbrook Center Mortgage Loan or a Specially Serviced LoanMortgaged Loans) at such times and 149 in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or Xxxxxxxx Fashion Center Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case of any Specially Serviced Loan, Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer, in the case of any Non-Mortgage Loan (including the Xxxxxxxx Fashion Center A/B Loan but excluding the Oakbrook Center Mortgage Loan) or Specially Serviced Loan Mortgage Loans, or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)request. In addition, any Xxxxxxxx Fashion Center Companion Holder may request that the Mortgaged Property related to the Xxxxxxxx Fashion Center Mortgage Loan be inspected and such Mortgaged Property shall be inspected by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans)Servicer, as applicable, as soon as practicable thereafter. Any inspection pursuant to the preceding sentence shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) be made at the sole cost and REO Property:
(i) Within forty-five (45) days after receipt expense of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt Xxxxxxxx Fashion Center Companion Holder making such request and the cost and expense of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only inspection may be deducted from amounts otherwise payable to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List)Xxxxxxxx Fashion Center Companion Holder. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision150
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Master Servicer's normal servicing procedures, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of greater than $2,000,000 5,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019year); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsinspection. The Master Servicer shall deliver or make available to the Trustee a copy of each such written report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance within 60 days of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)its preparation.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Special Servicer's normal servicing procedures, but in any event at least once per calendar year. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer shall deliver to the Trustee and the Master Servicer a copy of each such written report within 60 days of its preparation.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2007 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019June 2007); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, mortgagee reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2006. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person each such report prepared by the Master Servicer or the Special Servicer. Within 105 calendar days after the end of each of the first three calendar quarters (other than in each year) for the NRSROs) to receive copies of such itemstrailing or quarterly information received, commencing in the quarter ending on June 30, 2006, the Master Servicer (in the case of the Mortgage Loans that are Non-Specially Mortgage Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage Loans) shall deliver to the Paying Agent and the Directing Certificateholder, a CMSA Operating Statement Analysis Report and a CMSA Financial File for each Mortgage Loan (in electronic format), prepared using the normalized quarterly and year-end operating statements and rent rolls received from the related Mortgagor. Beginning in 2007 for year-end 2006, within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (Servicer, with respect to Specially Serviced Loans and REO Mortgage Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request , of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (with respect to Non-Specially Serviced Loansor, if previously prepared, update) or the Special Servicer (with respect to Specially Serviced Loans analysis of operations and REO Loans) shall deliver copies the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. Upon the occurrence and continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to any Companion Loan, the related Companion Holder) and, upon written request, the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning July 2006, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, the CMSA Historical Liquidation Report and the CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report and (viii) the CMSA Advance Recoverability Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Directing Certificateholder, making such statement, report or information available on the Master Servicer's or the Special Servicer's internet website, unless this Agreement expressly specifies a particular method of delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage 104 Loan or Companion Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or the Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan or Companion Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more more, at least once every twelve (12) 12 months and (iib) less than $2,000,000 2,000,000, at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2001; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee and the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Paying Agent within 5 Business Days after request for copies (or if such request is received before such report is completed, within 5 Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to each Rating Agency and the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class G, Class H, Class I, Class J, Class K, Class L and Class M Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected thereby to the TrusteePaying Agent, the Certificate Administrator, the Directing Certificateholder Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such itemsThe Paying Agent shall, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROupon request, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additionUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer of any annual operating statements or rent rolls with respect to Non-Specially Serviced Loansany Mortgaged Property or REO Property, but in no event later than June 30th of each year, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) or the analysis of operations and the Net Operating Income adjustment worksheet (the "Operating Statement Analysis Report"). The Special Servicer shall forward to the Servicer within 5 Business Days of receipt all operating statements and rent rolls received by the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, from any Mortgagor. All Operating Statements Analysis Reports shall prepare be maintained by the Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate AdministratorPaying Agent and the Special Servicer, together with the related operating statements or rent rolls. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Directing Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be substantially in the form of Exhibit J attached hereto (or, at the discretion of the Servicer, provided that no less information is provided than is set forth in Exhibit J in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a delinquent loan status report, (ii) a comparative financial status report, (iii) an historical loss estimate report; (iv) an historical loan modification report and (v) an REO status report.
(e) Not later than 3:30 p.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent any necessary) and deliver or cause to be delivered to the Trustee and the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent delinquent loan status report, historical loss estimate report, historical loan modification report and REO status report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA property file, CMSA loan periodic update file and comparative financial status report (in each case combining the reports prepared by the Special Servicer and Servicer), and (iii) a watch list report with information that is current as of such Determination Date.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee and the Paying Agent the reports set forth in Section 3.12(e), in an electronic format reasonably acceptable to the Special Servicer, the Paying Agent, the Servicer and the Trustee. The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(e) and Section 3.12 (d). The Trustee and the Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee and the Paying Agent pursuant to Section 3.12(e), to the extent that such information is or reports are, in the form of normalized year-end financial statements that have been turn, based on a minimum number of months of operating results as recommended information or reports to be provided by CREFC® in the instructions Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the CREFC® guidelinesextent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c) for each calendar year commencing within forty-five or Section 3.12(d) the Servicer shall have no obligation to provide such information or reports to the Trustee or the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(45g) days Notwithstanding foregoing, however, the failure of receipt the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only this Section 3.12 to the extent the related Mortgagor is required by Servicer or Special Servicer so fails because such disclosure, in the related good faith reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (document prohibiting disclosure of information with respect to Non-Specially Serviced Loans) the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) without suggesting liability on the part of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionany other party hereto).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-1)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to as soon as practicable (but in any event not later than [___] days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (other than a Non-Serviced and, in cases where the related Mortgage Loan or has become a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such the related Mortgage Loan remains a Specially Serviced LoanMortgage Loan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2006, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $[________], once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. Notwithstanding the two immediately preceding sentences, the Special Servicer with respect to any Mortgaged Property where the related Mortgage Loan is a Specially Serviced Mortgage Loan and/or any REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to such Mortgaged Property or REO Property falls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, reimbursable first from Default Charges and then to the extent not paid by the related Mortgagor, reimbursed first from Penalty such Default Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable insufficient out of general collections. To the extent such costs are to reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within [___] days following the request (or, if later, within [___] days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended [____________], the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within [__] days following the end of the subject quarter or [__] days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days [__] days of receiptits receipt thereof. Within [__] days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Performing Loans, and within [__] days after receipt by the Special Servicer or otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any annual operating statements or rent rolls with respect to the related Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the related CMSA Operating Statement Analysis Report. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within [___] days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Mortgage Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, as applicableupon request, shall deliver or make available copies of all request from the foregoing items so collected Master Servicer (if necessary) and, to the Trusteeextent such items have been delivered to the Trustee by the Master Servicer, the Certificate Administrator, deliver to the Directing Certificateholder and any Certificateholder or, if the DepositorTrustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, in electronic formatany Certificate Owner, in each case within sixty a copy of such CMSA Operating Statement Analysis (60or update thereof) and, if requested, the related operating statement or rent rolls. Within [__] days of its receipt thereof, but in no event(or, in the case of annual statementsitems received from the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties, later than June 30 of each year commencing 2018. Upon [__] days) after receipt by the request Master Servicer of any Privileged Person quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (other than or the NRSROsSpecial Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall prepare or update and forward to receive copies of such itemsthe Trustee (upon request), the Master Servicer (with respect to Non-Specially Serviced Loans) or CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer upon its request (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, CMSA NOI Adjustment Worksheets prepared by the Master Servicer Servicer) and the Directing Certificateholder upon its request (with respect to Non-Specially Serviced Loans) or if the Directing Certificateholder and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of are not the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loanssame entity), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property as of the end of that calendar quarterProperty, providedtogether with, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon requestso requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Mortgage Loan (other than a Specially Serviced Companion Mortgage Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than [___] p.m. (45New York City time) days after receipt of an annual operating statement on the [___] Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls (if and cause to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions be delivered to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing and the CREFC® Comparative Financial Status Report. The Directing Certificateholder, the following reports (or data files relating to reports of the Master Servicer (Servicer) with respect to Non-the Specially Serviced LoansMortgage Loans and any REO Properties for which it is responsible, providing the required information as of such Determination Date: (i) or the a CMSA Property File; (ii) a CMSA Special Servicer Loan File (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet andwhich, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Mortgage Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more more, at least once every twelve (12) 12 months and (iib) less than $2,000,000 2,000,000, at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)200_; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee and the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Paying Agent within 5 Business Days after request for copies (or if such request is received before such report is completed, within 5 Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to each Rating Agency and the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class [F], Class [G] and Class [H] Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected thereby to the TrusteePaying Agent, the Certificate Administrator, the Directing Certificateholder Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such itemsThe Paying Agent shall, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROupon request, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additionUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, as to non-Specially Serviced Mortgage Loans, and within 20 days after receipt by the Special Servicer, as to Specially Serviced Mortgage Loans, of any annual operating statements or rent rolls with respect to Non-Specially Serviced Loans) any Mortgaged Property or REO Property, but in no event later than June 30th of each year, the Servicer or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans)Servicer, as applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the Net Operating Income adjustment worksheet (the "Operating Statement Analysis Report"), and the Special Servicer shall prepare remit each Operating Statement Analysis Report (in CMSA format) prepared by it, together with the underlying operating statements and rent rolls, to the Servicer in a format reasonably acceptable to the Servicer. All Operating Statements Analysis Reports shall be maintained by the Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate AdministratorPaying Agent and the Special Servicer, together with the related operating statements or rent rolls. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Directing Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be substantially in the form of Exhibit J attached hereto (or, at the discretion of the Servicer, provided that no less information is provided than is set forth in Exhibit J in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a delinquent loan status report, (ii) a comparative financial status report, (iii) an historical loss estimate report; (iv) an historical loan modification report and (v) an REO status report.
(e) Not later than 3:30 p.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent any necessary) and deliver or cause to be delivered to the Trustee and the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent delinquent loan status report, historical loss estimate report, historical loan modification report and REO status report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA property file, CMSA loan periodic update file and comparative financial status report (in each case combining the reports prepared by the Special Servicer and Servicer), and (iii) a watch list report with information that is current as of such Determination Date.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee and the Paying Agent the reports set forth in Section 3.12(e), in an electronic format reasonably acceptable to the Special Servicer, the Paying Agent, the Servicer and the Trustee. The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(e) and Section 3.12 (d). The Trustee and the Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee and the Paying Agent pursuant to Section 3.12(e), to the extent that such information is or reports are, in the form of normalized year-end financial statements that have been turn, based on a minimum number of months of operating results as recommended information or reports to be provided by CREFC® in the instructions Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the CREFC® guidelinesextent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c) for each calendar year commencing within forty-five or Section 3.12(d) the Servicer shall have no obligation to provide such information or reports to the Trustee or the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(45g) days Notwithstanding foregoing, however, the failure of receipt the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only this Section 3.12 to the extent the related Mortgagor is required by Servicer or Special Servicer so fails because such disclosure, in the related good faith reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (document prohibiting disclosure of information with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionor
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Commercial Mortgage Corp)
Inspections; Collection of Financial Statements. (a) The Commencing in 1999, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of such report has knowledge of and the Master Servicer or the Special ServicerServicer (or their respective designees), as the case may be, deems materialmaterial and is evident from such inspection, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of which the preparer Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of such report has knowledge or the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within 10 days of the inspectionpreparation thereof, deliver to the Trustee, the Rating Agencies and each other a copy of (and, upon request, shall promptly discuss therewith the contents of) each such written report prepared or caused to be prepared by or on behalf of it. The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the written reports delivered to it pursuant to this Section 3.12(a). In the absence of actual knowledge that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer and the Special Servicer, as applicablein the case of all other Mortgage Loans, shall promptly deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder Rating Agencies and the Depositor, in electronic formateach other, in each case within sixty (60) 45 days of its receipt thereof, but in no event, in . In the case absence of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, actual knowledge that the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect is in default under this Section 3.12(b), the Trustee shall have no obligation to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, confirm that the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer has or is attempting to collect any of the items described above in this Section 3.12(b).
(c) If, with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Specially Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement), if any, commencing within forty-five (45) days of receipt of such quarterly operating statement the Special Servicer has any questions for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required based upon the information received by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect pursuant to Specially Serviced Loans and REO PropertiesSection 3.12(a) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information3.12(b), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer shall, in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect in assisting the Special Servicer to Specially Serviced Loans contact and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionsolicit information from such Mortgagor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Inspections; Collection of Financial Statements. (a) The Each Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2006 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019September 2007); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and such Master Servicer has no knowledge of a material adverse change in the Mortgaged Property since such physical inspection, the such Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, mortgagee reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the applicable Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the applicable Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Each Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business Days days of receipt, receipt and the such Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2006. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the applicable Master Servicer (or the Special Servicer. Within 45 days after receipt by the applicable Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The applicable Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of and such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder and each applicable Companion Holder and, upon written request, the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the applicable Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The applicable Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to such Master Servicer as of such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable such Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, beginning in December 2005, the applicable Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the applicable Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the applicable Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicers the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and each Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by each Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by any Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), such Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and such Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of any Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. Each Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. Each Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if any Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, such Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent, the Directing Certificateholder and any Companion Holder, making such statement, report or information available on such Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, each Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and such Master Servicer, or the Special Servicer as the case may be. Each Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
Appears in 1 contract
Inspections; Collection of Financial Statements. (a) The Commencing in 2003, the Master Servicer shall perform (at its own expense)) or, or shall cause in the case of any inspection required to be performed sixty (at its own expense60) days after delinquency, the Special Servicer, (who shall be reimbursed in connection with such inspection as set forth in the immediately succeeding sentence), a physical will inspect or cause the inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months year and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, after delinquency. The costs of each such inspection by the Special Servicer shall inspect be reimbursable first from Default Charges and to the extent such Default Charges are insufficient out of general collections. To the extent such costs are to reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. Notwithstanding anything herein to the contrary, no such inspection shall be required, and no costs of such inspection shall be reimbursable from the Trust Fund, for (x) a CML to the extent the CML Senior Balance of the Corresponding CML Senior Component and (y) to the extent the CM Component Mortgage Loan Senior Balance of the CM Component Mortgage Loan Senior Component have been reduced to zero. The Master Servicer shall be responsible for such inspections only in respect of (i) Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) Corrected Mortgage Loans. The Special Servicer, subject to statutory limitations or limitations set forth in the related Mortgage Loan documents, shall perform or cause to be inspected the related performed a physical inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes is transferred thereto pursuant to Section 3.21(a) and annually thereafter so long as it is a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, or (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall (i) within thirty (30) days of the preparation thereof, deliver electronically to the Directing Certificateholder, with the naming convention used by the Directing Certificateholder (and, with respect to (1) a CML, the related CML Representative and (2) the CM Component Mortgage Loan, the CM Controlling Holder), each other and the Trustee upon request, which shall then, as required by Section 8.12(b), upon written request of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, deliver to such Holder a copy of and (ii) upon request by any such Person, promptly discuss therewith the contents of each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), as the case may be, deems material, (iv) any visible material waste committed on Trustee shall have no obligation to confirm that inspections of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (Properties are being performed in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than accordance with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual, quarterly and annual or other periodic operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under Mortgage. The Special Servicer, in the terms case of the Specially Serviced Mortgage Loans (and each Serviced Companion Loan)REO Properties, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such remit all operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of immediately upon receipt, and the Master Servicer, in the case of all Mortgage Loans, shall promptly: (i) review all such items as may be collected; and (ii) subject to Section 4.02(b), deliver copies of the collected items supporting the reports prepared under Section 4.02(b), and deliver such written reports as provided in Section 4.02(b) to the Directing Certificateholder, with the Directing Certificateholder's naming convention, (and, with respect to (1) a CML, the related CML Representative and (2) the CM Component Mortgage Loan, the CM Controlling Holder), and upon request, the Rating Agencies, each other and the Trustee, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer retained by such Person). Notwithstanding the foregoing, in the event the Master Servicer is unsuccessful in obtaining the operating statements and rent rolls from the Borrower, the Special Servicer may contact the related Borrower directly to obtain such information. The Master Servicer shall deliver or be available on a monthly basis by telephone to discuss with the Directing Certificateholder and Special Servicer any watchlist issues and other issues related to the Mortgage Loans. The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mort Pass Through Cert Ser 2002-2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgaged Property constituting collateral for the Mall at Millenia Mortgage Loan, the Xxxxx Fargo Tower Mortgage Loan and the Geneva Commons Mortgage Loan or a Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan or Serviced Companion Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case of any Specially Serviced Loan, Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer, in the case of any Non-Mortgage Loan or Serviced Companion Loan (other than the Mall at Millenia Mortgage Loan, the Xxxxx Fargo Tower Mortgage Loan, the Geneva Commons Mortgage Loan and Specially Serviced Loan Mortgage Loans), or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Serviced Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Serviced Loan remains a Specially Serviced Loan or if such Mortgaged Property becomes a REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2009, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property (other than a Mortgaged Property related to any Non-Serviced Loan) at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Certificate Administrator, the Master Servicer and the Master Special Servicer shall promptly following preparation each deliver to the Trustee or make available the Certificate Administrator, as applicable, a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the Special Servicer and request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee or the Certificate Administrator, as applicable, shall deliver request from the Master Servicer or make available the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee or the Certificate Administrator, as applicable, by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, the related Companion Loan Holder (if a Serviced Whole Loan is involved and the Trustee or the Certificate Administrator, as applicable, has knowledge of such Companion Loan Holder), any Certificateholder or, if the Trustee or the Certificate Administrator, as applicable, has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic formatmedia) of each such written report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Special Servicer.
(b) The Commencing with respect to the calendar quarter ended June 2008, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially each Performing Serviced Loan Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five copies (5or images in suitable electronic media) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby or obtained by it to the 17g-5 Information Provider pursuant Master Servicer within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Section 3.13(cany Performing Serviced Loan, and within 45 days after receipt by the Special Servicer or otherwise, as to any Specially Serviced Loan or REO Property (other than REO Property related to any Non-Serviced Loan). In addition, of any annual operating statements or rent rolls with respect to any Mortgaged Property (other than the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any REO Property:
) shall, based upon such operating statements or rent rolls, prepare (i) Within forty-five (45) days after receipt of a quarterly operating statementor, if anypreviously prepared, commencing within forty-five (45update) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® related CMSA Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does delivercommencing June 30, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List)2008. The Master Servicer also shall deliver to the Directing Certificateholder (with respect in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements and quarterly and year-end rent rolls and operating statements (to Non-the extent received) normalized pursuant to the CMSA format. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within ten days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Certificate Administrator. All CMSA Operating Statement Analysis Reports relating to Performing Serviced Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced LoansLoan and REO Property shall be maintained by the Special Servicer. The Certificate Administrator shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Certificate Administrator by the Master Servicer, deliver to the Directing Certificateholder, the related Companion Loan Holder (if a Serviced Whole Loan is involved and the Certificate Administrator has knowledge of such Companion Loan Holder), any Certificateholder or, if the Certificate Administrator has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property (other than with respect to the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to any REO Property) shall deliver prepare or make available copies update and forward to the Certificate Administrator (in electronic format) of each CREFC® Operating Statement Analysis Report andupon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the related Companion Loan Holder, upon requestits request (if the related Serviced Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate AdministratorAdministrator and the Special Servicer) commencing June 30, 2008. If, with respect to any Serviced Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or Section 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved), the following reports (or data files relating to reports of the Master Servicer) with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Serviced Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2008-Ls1)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Loan (other than a Non-Serviced the Fashion Show Mall Mortgage Loan or Loan) becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such the related Loan (other than the Fashion Show Mall Mortgage Loan Loan) remains a Specially Serviced LoanLoan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2006, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property (other than the Fashion Show Mall Mortgaged Property) at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, the CP Controlling Holder (if the CP Component Mortgage Loan is involved and the Trustee has knowledge of the identity of the CP Controlling Holder), the related Companion Loan Noteholder(s) (if a Whole Loan is involved and the Trustee has knowledge of such Noteholder(s)), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended March 2006, the Special Servicer, in the case of any Specially Serviced Loan (other than the Fashion Show Mall Mortgage Loan), and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than any REO Property related to the Fashion Show Mall Mortgage Loan) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Mortgagors or otherwise, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person as to Performing Loans (other than the NRSROs) to receive copies of such itemsFashion Show Mall Mortgage Loan), the Master Servicer (with respect to Non-Specially Serviced Loans) or and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO LoansProperties, of any annual operating statements or rent rolls with respect to any Mortgaged Property (other than the Fashion Show Mall Mortgaged Property) shall deliver or make available electronic copies of such items REO Property (other than any REO Property related to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROFashion Show Mall Mortgage Loan), the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced LoansLoan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the Special related CMSA Operating Statement Analysis Report. The Master Servicer (with respect to Specially Serviced Loans and REO Loans) also shall deliver to the Directing Certificateholder (in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or any portion of updated by it (within ten days following the foregoing items initial preparation and each update thereof), together with, if so collected thereby requested, the underlying operating statements and rent rolls, to the 17g-5 Information Provider pursuant Master Servicer in a format reasonably acceptable to Section 3.13(c)the Master Servicer and the Trustee. In additionAll CMSA Operating Statement Analysis Reports relating to Performing Loans (other than the Fashion Show Mall Mortgage Loan) shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the CP Controlling Holder (if the CP Component Mortgage Loan is involved and the Trustee has knowledge of the identity of the CP Controlling Holder), the related Companion Loan Noteholder(s) (if a Whole Loan is involved and the Trustee has knowledge of such Noteholder(s)), any Certificateholder or, if the Trustee has in accordance with respect to Non-Specially Serviced LoansSection 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the CP Controlling Holder upon its request (if the CP Component Mortgage Loan is involved), any Companion Loan Noteholder upon its request (if the related Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Loan (other than a Specially Serviced Companion Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than 2:00 p.m. (45New York City time) days after receipt of an annual operating statement on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls cause to be delivered to the Master Servicer, the Directing Certificateholder, the CP Controlling Holder (if and to the extent any such information CP Component Mortgage Loan is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31involved), 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor Companion Loan Noteholder(s) (if a Whole Loan is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such informationinvolved), presenting the computation following reports (or data files relating to “normalize” the full year net operating income and debt service coverage numbers used by reports of the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (Servicer) with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-2)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to as soon as practicable (but in any event not later than [___] days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (other than a Non-Serviced and, in cases where the related Mortgage Loan or has become a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such the related Mortgage Loan remains a Specially Serviced LoanMortgage Loan or if such Mortgaged Property becomes a REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 201[__], the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $[________], once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. Notwithstanding the two immediately preceding sentences, the Special Servicer with respect to any Mortgaged Property where the related Mortgage Loan is a Specially Serviced Mortgage Loan and/or any REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to such Mortgaged Property or REO Property falls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, reimbursable first from Default Charges and then to the extent not paid by the related Mortgagor, reimbursed first from Penalty such Default Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable insufficient out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within [___] days following the request (or, if later, within [___] days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended [____________], the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within [__] days following the end of the subject quarter or [__] days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days [__] days of receiptits receipt thereof. Within [__] days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Performing Loans, and within [__] days after receipt by the Special Servicer or otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any annual operating statements or rent rolls with respect to the related Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the related CREFC® Operating Statement Analysis Report. The Special Servicer shall remit a copy of each CREFC® Operating Statement Analysis Report prepared or updated by it (within [___] days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CREFC® Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CREFC® Operating Statement Analysis Reports relating to any Specially Serviced Mortgage Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, as applicableupon request, shall deliver or make available copies of all request from the foregoing items so collected Master Servicer (if necessary) and, to the Trusteeextent such items have been delivered to the Trustee by the Master Servicer, the Certificate Administrator, deliver to the Directing Certificateholder and any Certificateholder or, if the DepositorTrustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, in electronic formatany Certificate Owner, in each case within sixty a copy of such CREFC® Operating Statement Analysis (60or update thereof) and, if requested, the related operating statement or rent rolls. Within [__] days of its receipt thereof, but in no event(or, in the case of annual statementsitems received from the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties, later than June 30 of each year commencing 2018. Upon [__] days) after receipt by the request Master Servicer of any Privileged Person quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (other than or the NRSROsSpecial Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall prepare or update and forward to receive copies of such itemsthe Trustee (upon request), the Master Servicer (with respect to Non-Specially Serviced Loans) or CREFC® NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer upon its request (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, CREFC® NOI Adjustment Worksheets prepared by the Master Servicer Servicer) and the Directing Certificateholder upon its request (with respect to Non-Specially Serviced Loans) or if the Directing Certificateholder and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of are not the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(csame entity). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) NOI Adjustment Worksheet for such Mortgaged Property or REO Property as of the end of that calendar quarterProperty, providedtogether with, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon requestso requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Mortgage Loan (other than a Specially Serviced Companion Mortgage Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than [___] p.m. (New York City time) on the [___] Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder, the following reports (or data files relating to reports of the Master Servicer) with respect to the Specially Serviced Mortgage Loans and any REO Properties for which it is responsible, providing the required information as of such Determination Date: (i) a CREFC® Property File; (ii) Within forty-five a CREFC® Special Servicer Loan File (45which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name); and (iii) days after receipt of an annual operating statement the CREFC® REO Status Report. In addition, the Special Servicer shall from time to time provide the Master Servicer with such information in the Special Servicer’s possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be requested by the Master Servicer and is reasonably necessary for the Master Servicer to prepare each report and any supplemental information required to be provided by the Master Servicer to the Trustee.
(d) Not later than [___] noon (New York City time) on the [___] Business Day following each Determination Date (or rent rolls with respect to the CREFC® Loan Periodic Update File, not later than 2:00 p.m. (New York City time) on the [___] Business Day following each Determination Date), the Master Servicer shall prepare (if and to the extent any such information necessary) and deliver or cause to be delivered to the Trustee, the Special Servicer and the Directing Certificateholder (if the Directing Certificateholder is not the same entity as the Special Servicer), in a computer-readable medium downloadable by the Trustee, the Special Servicer and the Directing Certificateholder (or, in the case of the Trustee, at the Trustee’s written request, in a form of normalized year-end financial statements that have been based reasonably acceptable to the recipient, including on a minimum number loan-by-loan basis), each of months the files and reports listed in the definition of operating results as recommended by “CREFC® in the instructions to Investor Reporting Package” (other than the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for Bond Level File and the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet Collateral Summary File, which are prepared by the Trustee), providing the most recent information with respect to the Mortgage Pool as of the related Determination Date (and which, in each case, if applicable, will identify each subject Mortgage Loan by loan number and property name). The Master Servicer may, but only is not required to, make any of the reports or files comprising the CREFC® Investor Reporting Package (other than the CREFC® Bond Level File and the CREFC® Collateral Summary File, which are prepared by the Trustee) available each month on the Master Servicer’s website; provided that the Master Servicer shall e-mail such reports or files to the Directing Certificateholder until the Master Servicer’s website is established. In connection with providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the related Mortgagor is required Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may arise therefrom.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Trustee and the Special Servicer the reports set forth in Section 3.12(d), in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the related Mortgage Loan documents Special Servicer pursuant to deliver Section 3.12(b) and does deliverSection 3.12(c). The Trustee may, or otherwise agrees absent manifest error, conclusively rely on the reports to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information or reports are, in preparing turn, based on information or reports to be provided by the CREFC® Comparative Financial Status ReportSpecial Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c).
(f) Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties or would constitute a waiver of the attorney-client privilege on behalf of the Trust. The Master Servicer (and the Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with respect to Non-Specially Serviced Loans) applicable law, the related loan documents and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect without suggesting liability on the part of any other party hereto).
(g) The Depositor shall provide to Specially Serviced the Master Servicer and the Trustee the initial data (as of the respective Due Dates for the Mortgage Loans in [____________]or the most recent earlier date for which such data is available) contemplated by the CREFC® Loan Setup File, the CREFC® Loan Periodic Update File, the CREFC® Operating Statement Analysis Report and REO Propertiesthe CREFC® Property File. In addition, the Depositor shall cause the Mortgage Loan Seller to prepare (or cause to be prepared on its behalf) a CREFC® Loan Set-Up File
(h) If the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provision of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Master Servicer’s internet website or the Trustee’s Website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Trustee may request delivery in paper format of any statement, report or information required to be delivered to the Trustee and clause (z) shall deliver or make available copies (in electronic format) not apply to the delivery of each CREFC® NOI Adjustment Worksheet and, upon request, any information required to be delivered to the related operating statements or rent rolls (in each case, promptly following Trustee unless the initial preparation and each material revisionTrustee consents to such delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan Mortgaged Properties constituting REO Properties or a collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related REMIC Mortgage Loan has a current balance of more than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019year); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall promptly prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsinspection. The Master Servicer shall deliver or make available to the Trustee, the Special Servicer, the Depositor, the Rating Agencies and the Operating Advisor a copy of each such written report to within 30 days of the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)related inspection.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each REO Property and each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once per calendar year. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall promptly prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer shall deliver to the Master Servicer, the Trustee, the Depositor, the Rating Agencies and the Operating Advisor, a copy of each such written report within 60 days of the related inspection.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The and the Master Servicer shall provide copies thereof to the Special Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsOperating Advisor. In addition, the Special Servicer shall cause use reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorDepositor, the Directing Certificateholder Rating Agencies and the Depositor, in electronic formatOperating Advisor, in each case within sixty (60) 20 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer at its expense shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan Mortgaged Properties constituting REO Properties or a collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of more than $2,000,000 2,000,000, at least once every twenty-four (24year) months, in each case, commencing in provided that the calendar year 2018 (and each Master Servicer will have no obligation to inspect a Mortgaged Property shall required to be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the during such period. The Master Servicer will not be required to perform, shall promptly prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any material adverse change in the condition or value of which the preparer Mortgaged Property evident from such inspection, or (iv) any waste committed on the Mortgaged Property evident from such inspection that the Master Servicer deems material. The Master Servicer shall upon request deliver to the Trustee, the Special Servicer, the Operating Advisor and the Depositor a copy of each such written report (in hard copy or electronic format) of the related inspection, and the Trustee shall upon written request deliver to the Holders of the Privately Offered Certificates a copy of each such written report within 15 days of receipt of such report has knowledge from the Master Servicer.
(b) If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or that is cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan (unless such Mortgaged Property had been inspected within the prior six months), and the Special Servicer shall thereafter inspect such Mortgaged Property at such times and in such manner as are consistent with the Servicing Standard (but in any event at least once per calendar year). The cost of such inspections of Specially Serviced Mortgage Loans shall be a Servicing Advance. The Special Servicer shall promptly prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) 144 any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Special Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and to the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating AgenciesTrustee, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer Operating Adviser and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Depositor a copy of each such written report within 15 days of the related inspection, and the Trustee shall upon written request deliver to the Directing Certificateholder and upon request to Holders of the Privately Offered Certificates a copy of each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(bc) The Special ServicerMaster Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause use reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall shall, upon request, each deliver all such copies of the collected items (in hard copy or electronic format) to the Master Servicer within five (5) Business Days of receiptother such party and the Trustee, and the Master Servicer and the Special Servicer, as applicable, Trustee shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans Depositor and REO Loans) shall deliver copies of all or any portion Holders of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, Privately Offered Certificates upon written request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Heller Financial Commercial Mort Asset Corp Series 1999 Ph 2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the 109 Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Serviced Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Serviced Loan remains a Specially Serviced Loan or if such Mortgaged Property becomes a REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2008, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property (other than a Mortgaged Property related to any Non-Serviced Loan) at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Certificate Administrator, the Master Servicer and the Master Special Servicer shall promptly following preparation each deliver to the Trustee or make available the Certificate Administrator, as applicable, a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the Special Servicer and request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee or the Certificate Administrator, as applicable, shall deliver request from the Master Servicer or make available the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee or the Certificate Administrator, as applicable, by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, the related Companion Loan Holder or any Controlling Holder, as applicable (if a Serviced Whole Loan is involved and the Trustee or the Certificate Administrator, as applicable, has knowledge of such Companion Loan Holder or such Controlling Holder, as applicable), any Certificateholder or, if the Trustee or the Certificate Administrator, as applicable, has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic formatmedia) of each such written report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Special Servicer.
(b) The Commencing with respect to the calendar quarter ended March 2008, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially each Performing Serviced Loan Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five copies (5or images in suitable electronic media) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby or obtained by it to the 17g-5 Information Provider pursuant Master Servicer within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Section 3.13(cany Performing Serviced Loan, and within 45 days after receipt by the Special Servicer or otherwise, as to any Specially Serviced Loan or REO Property (other than REO Property related to any Non-Serviced Loan). In addition, of any annual operating statements or rent rolls with respect to any Mortgaged Property (other than the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any REO Property:
) shall, based upon such operating statements or rent rolls, prepare (i) Within forty-five (45) days after receipt of a quarterly operating statementor, if anypreviously prepared, commencing within forty-five (45update) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® related CMSA Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does delivercommencing March 31, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List)2008. The Master Servicer also shall deliver to the Directing Certificateholder (with respect in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements and quarterly and year-end rent rolls and operating statements (to Non-the extent received) normalized pursuant to the CMSA format. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within ten days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Certificate Administrator. All CMSA Operating Statement Analysis Reports relating to Performing Serviced Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced LoansLoan and REO Property shall be maintained by the Special Servicer. The Certificate Administrator shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Certificate Administrator by the Master Servicer, deliver to the Directing Certificateholder, the related Companion Loan Holder (if a Serviced Whole Loan is involved and the Certificate Administrator has knowledge of such Companion Loan Holder), any Certificateholder or, if the Certificate Administrator has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property (other than with respect to the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to any REO Property) shall deliver prepare or make available copies update and forward to the Certificate Administrator (in electronic format) of each CREFC® Operating Statement Analysis Report andupon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the related Companion Loan Holder, upon requestits request (if the related Serviced Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate AdministratorAdministrator and the Special Servicer) commencing March 31, 2008. If, with respect to any Serviced Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or Section 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Whole Loan is involved), the following reports (or data files relating to reports of the Master Servicer) with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Serviced Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable (but in any event not later than 60 days) after such the related Mortgage Loan becomes a Specially Serviced Loan and annually (and, in cases where the related Mortgage Loan has become a Specially Serviced Loan, the Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as such the related Mortgage Loan remains a Specially Serviced LoanLoan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2005, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. Notwithstanding the immediately preceding sentence, the Special Servicer with respect to any Mortgaged Property where the related Mortgage Loan is a Specially Serviced Loan and/or any REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to such Mortgaged Property or REO Property falls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, reimbursable first from Default Charges and to the extent not paid by the related Mortgagor, reimbursed first from Penalty such Default Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable insufficient out of general collections. To the extent such costs are to reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Sellers, the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended June 2004, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, Within 60 days after receipt by the Master Servicer (with respect from the related Mortgagors or otherwise, as to Non-Specially Serviced Performing Loans) or , and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request Properties, of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced LoansLoan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the related CMSA Operating Statement Analysis Report. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within ten days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)Servicer. In additionThe Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with respect to Non-Specially Serviced LoansSection 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer upon its request (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder upon its request (if the Directing Certificateholder and the Special Servicer are not the same entity), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Mortgage Loan (other than a Specially Serviced Companion Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than 2:00 p.m. (45New York City time) days after receipt of an annual operating statement on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls (if and cause to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions be delivered to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing and the CREFC® Comparative Financial Status Report. The Directing Certificateholder the following reports (or data files relating to reports of the Master Servicer (Servicer) with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Mortgage Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)1998; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve (12) monthsCut-off Date, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which Property, (v) a report setting forth the preparer of such report has knowledge or that is evident from the inspection three most recent years operating statements, and (vvi) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee, the occurrence Paying Agent, each Rating Agency, the Underwriters, the Placement Agents and continuance each Holder of a Control Termination Event Class F, Class G, Class H and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies Class I Certificate, within 60 days of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)its preparation.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer, via diskette or other electronic transmission and by written report to follow, in each case within 20 days of its receipt or preparation, as applicable, but in no event less than annually by June 1st of each year. The Servicer within five (5) Business Days shall deliver copies of receiptthe collected items, and of the Master Servicer and written reports prepared in respect thereof or received from the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder Rating Agencies, the Underwriters, the Placement Agents and the Depositoreach Holder of a Class F, in Class G, Class H and Class I Certificate, via diskette or other electronic formattransmission and by written report to follow, in each case (other than quarterly operating statements received by the Servicer, which will be provided to the Rating Agencies, and otherwise, only upon request) within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less frequently than annually by June 30 30th of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)
Inspections; Collection of Financial Statements. (a) The Commencing in 1999, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall, within 10 days of the preparation thereof, deliver to the Trustee, the Directing Certificateholder, the Rating Agencies, each other and, upon request of a Class F, Class G, Class H, Class J and Class K Certificateholder, such Holder, a copy of (and, upon request by any such Person, shall promptly discuss therewith the contents of) each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-1)
Inspections; Collection of Financial Statements. (a) The Commencing in 2002, the Master Servicer shall perform (at its own expense)) or, or shall cause in the case of any inspection required to be performed sixty (at its own expense60) days after delinquency, the Special Servicer, (who shall be reimbursed in connection with such inspection as set forth in the immediately succeeding sentence), a physical inspect or cause the inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve two (122) months and years (ii) less or, if the related Mortgage Loan has a then current balance greater than $2,000,000 2,000,000, at least once every twenty-four (24year) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on after delinquency, provided that at least 50% of the Mortgaged Properties (by both number and aggregate Stated Principal Balances of the related Mortgage LoanLoans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the third succeeding sentence, by the Special Servicer. The costs of each such inspection by the Special Servicer shall inspect be reimbursable first from Default Charges and to the extent such Default Charges are insufficient out of general collections. To the extent such costs are to reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer shall be responsible for such inspections only in respect of (i) Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) Corrected Mortgage Loans. The Special Servicer, subject to statutory limitations or limitations set forth in the related Mortgage Loan documents, shall perform or cause to be inspected the related performed a physical inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes is transferred thereto pursuant to Section 3.21(a) and annually thereafter so long as it is a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, or (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall (i) within thirty (30) days of the preparation thereof, deliver to the Directing Certificateholder, the Rating Agencies, each other and the Trustee, which shall then, as required by Section 8.12(b), upon written request of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificateholder, deliver to such Holder a copy of and (ii) upon request by any such Person, promptly discuss therewith the contents of each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), as the case may be, deems material, (iv) any visible material waste committed on Trustee shall have no obligation to confirm that inspections of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (Properties are being performed in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than accordance with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual, quarterly and annual or other periodic operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; and (ii) subject to Section 4.02(b), deliver copies of the collected items supporting the reports prepared under Section 4.02(b), and deliver such written reports as provided in Section 4.02(b) to the Directing Certificateholder, and upon request, the Rating Agencies, each other and the Trustee, as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer retained by such Person). The Trustee shall deliver or make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Loan remains a Specially Serviced LoanLoan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2008, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the related Mortgage Loan Seller, the Directing Certificateholder, the related Companion Loan Holder or any Controlling Holder, as applicable (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder or such Controlling Holder, as applicable), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended June 2007, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, Within 60 days after receipt by the Master Servicer (with respect from the related Mortgagors or otherwise, as to Non-Specially Serviced Performing Loans) or , and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request Properties, of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced LoansLoan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the Special related CMSA Operating Statement Analysis Report commencing March 31, 2008. The Master Servicer (with respect to Specially Serviced Loans and REO Loans) also shall deliver to the Directing Certificateholder (in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or any portion of updated by it (within ten days following the foregoing items initial preparation and each update thereof), together with, if so collected thereby requested, the underlying operating statements and rent rolls, to the 17g-5 Information Provider pursuant Master Servicer in a format reasonably acceptable to Section 3.13(c)the Master Servicer and the Trustee. In additionAll CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the related Companion Loan Holder (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder), any Certificateholder or, if the Trustee has in accordance with respect to Non-Specially Serviced LoansSection 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report andupon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the related Companion Loan Holder, upon requestits request (if the related Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate AdministratorTrustee and the Special Servicer) commencing March 31, 2008. If, with respect to any Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder and the related Companion Loan Holder (if a Whole Loan is involved), the following reports (or data files relating to reports of the Master Servicer) with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)August 2000; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that (i) the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve Cut-off Date; (12ii) monthsthe Debt Service Coverage Ratio with respect to any Mortgaged Property has decreased to 0.90x or less, the Master Servicer will not be required shall inspect the related Mortgaged Property as soon as practicable thereafter or (iii) with respect to performeach Mortgage Loan secured by a credit lease, the rating of the related tenant or guarantor (A) with a rating equal to "BBB-" or better as of the Cut-off Date is (x) downgraded by more than one rating category, (y) downgraded from a rating of "BBB-" or higher to below "BBB-" or (z) withdrawn, or cause to (B) with a rating of below "BBB-" as of the Cut-off Date is downgraded, withdrawn or qualified, the Servicer shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be performed, such physical inspectiona Servicing Advance); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee and the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Paying Agent within 5 Business Days after request for copies (or if such request is received before such report is completed, within 5 Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to each Rating Agency and the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)upon request.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver via diskette or make available copies of all the foregoing items so collected other electronic transmission and by written report to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic formatfollow, in each case within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less than annually by June 30 30th of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master The Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion the collected items, and of the foregoing items so collected thereby written reports prepared in respect thereof or received from the Special Servicer, to the 17g-5 Information Provider pursuant Paying Agent. The Paying Agent shall deliver copies of the collected items and of written reports in respect thereof or received from the Servicer via diskette or other electronic transmission and by written report to Section 3.13(c). In additionfollow, in each case to each of the Trustee, the Master Servicer (with respect to Non-Specially Serviced Loans) or Rating Agencies, the Underwriters, the Placement Agents and the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans)within 30 days of its receipt or preparation, as applicable, shall prepare but in no event less frequently than annually by June 30th of each year and to each Holder of a Class G, Class H, Class I, Class J, Class K, Class L and Class M Certificate, upon request (which such request may state that such items be delivered until further notice).
(c) If, with respect to each Mortgaged Property securing a any Mortgage Loan (other than a Non-Specially Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement), if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent Special Servicer requests additional information regarding the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of Mortgagor based upon the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or information received by the Special Servicer (with respect pursuant to Specially Serviced Loans Sections 3.12(a) and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request3.12(b), the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) Servicer shall use its reasonable efforts to provide such additional information to the Certificate AdministratorSpecial Servicer, the Directing Certificateholder and including soliciting such additional information from the related Companion Holder (with respect to any Serviced Companion Loan)Mortgagor.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Manhattan Bk First Union Na Bk Com Mor Tr Ser 1999-1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan or Loan Group has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, 106 deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan or Companion Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Properties securing Non-Serviced Mortgage Loan Loans or a Specially Serviced LoanMortgage Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan, Serviced Companion Loan or Serviced B Note becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan, Serviced Companion Loan or Serviced B Note. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case Trustee and the Master Servicer a copy of each such written report. The cost of any Specially Serviced Loan, and such inspection shall be an expense of the Trust Fund. 178
(c) The Master Servicer, in the case of any Mortgage Loan (other than Non-Serviced Mortgage Loans or Specially Serviced Loan Mortgage Loans), Serviced Companion Loan, Serviced B Note, or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2006-C1 Trust)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Mortgaged Properties constituting REO Properties or collateral for Specially Serviced Mortgaged Loans) at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once every two years (or, if the related Mortgage Loan or has a Specially Serviced Loan) with a current balance of more than the lesser of $2,000,000 and 3% of the then aggregate Stated Principal Balance of (i) $2,000,000 or more the Mortgage Pool, at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019year); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall promptly prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsinspection. The Master Servicer shall deliver or make available to the Trustee a copy of each such written report within 30 days of the related inspection; and, within 5 days of its receipt of each such written report, the Trustee shall forward a copy to the Directing Certificateholder Depositor and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Rating Agencies.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each REO Property and each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard, but in any event at least once per calendar year. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall promptly prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer shall deliver to the Master Servicer, who shall thereupon promptly deliver to the Trustee, a copy of each such written report within 60 days of the related inspection; and, within 5 days of its receipt of each such written report, the Trustee shall forward a copy to the Depositor and the Rating Agencies.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause use reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 20 days of its receipt thereof; and, but in no event, in the case within 5 days of annual statements, later than June 30 of each year commencing 2018. Upon the request its receipt of any Privileged Person (other than the NRSROs) to receive copies of such itemsitem, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) Trustee shall deliver or make available electronic copies of such items forward a copy to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder Depositor and the related Companion Holder (with respect to any Serviced Companion Loan)Rating Agencies.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Loan remains a Specially Serviced LoanLoan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2007, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Sellers, the Directing Certificateholder, the related Companion Loan Holder (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended March 2007, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, Within 60 days after receipt by the Master Servicer (with respect from the related Mortgagors or otherwise, as to Non-Specially Serviced Performing Loans) or , and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request Properties, of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced LoansLoan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the Special related CMSA Operating Statement Analysis Report commencing March 31, 2007. The Master Servicer (with respect to Specially Serviced Loans and REO Loans) also shall deliver to the Directing Certificateholder (in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or any portion of updated by it (within ten days following the foregoing items initial preparation and each update thereof), together with, if so collected thereby requested, the underlying operating statements and rent rolls, to the 17g-5 Information Provider pursuant Master Servicer in a format reasonably acceptable to Section 3.13(c)the Master Servicer and the Trustee. In additionAll CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the related Companion Loan Holder (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder), any Certificateholder or, if the Trustee has in accordance with respect to Non-Specially Serviced LoansSection 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the related Companion Loan Holder upon its request (if the related Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in an electronic format reasonably acceptable to the Trustee and the Special Servicer) commencing March 31, 2007. If, with respect to any Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder, the related Companion Loan Holder (if a Whole Loan is involved), the CMSA Special Servicer Loan File (which, in each case, promptly following if applicable, will identify each Loan by loan number and property name). In addition, the initial preparation Special Servicer shall from time to time provide the Master Servicer with such information in the Special Servicer's possession regarding the Specially Serviced Loans and REO Properties as may be requested by the Master Servicer and is reasonably necessary for the Master Servicer to prepare each material revision thereof) report and any supplemental information required to be provided by the Master Servicer to the Certificate AdministratorTrustee.
(d) Not later than 12:00 noon (New York City time) on the third Business Day following each Determination Date (or with respect to the CMSA Loan Periodic Update File, not later than 2:00 p.m. (New York City time) on the second Business Day following each Determination Date), the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Trustee, the Special Servicer, the Directing Certificateholder (if the Directing Certificateholder is not the same entity as the Special Servicer) and the related Companion Loan Holder (if the related Whole Loan is involved), in a computer-readable medium downloadable by the Trustee, the Special Servicer, the Directing Certificateholder, the related Companion Loan Holder (if the related Whole Loan is involved) (or, in the case of the Trustee, at the Trustee's written request, in a form reasonably acceptable to the recipient, including on a loan-by-loan basis), each of the files and reports listed in the definition of "CMSA Investor Reporting Package" (other than the CMSA Bond Level File and the CMSA Collateral Summary File, which are prepared by the Trustee), providing the most recent information with respect to the Mortgage Pool as of the related Determination Date (and which, in each case, if applicable, will identify each subject Loan by loan number and property name). The Master Servicer may, but is not required to, make any of the reports or files comprising the CMSA Investor Reporting Package (other than the CMSA Bond Level File and the CMSA Collateral Summary File, which are prepared by the Trustee) available each month on the Master Servicer's website; provided, that the Master Servicer shall e-mail such reports or files to the Directing Certificateholder and the related Companion Loan Holder (if a Whole Loan is involved), until the Master Servicer's website is established. In connection with respect providing access to the Master Servicer's website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any Serviced Companion Loanliability or damage that may arise therefrom.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Trustee and the Special Servicer the reports set forth in Section 3.12(d), in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c).
(iif) Within forty-five (45) days after receipt Notwithstanding the foregoing, however, the failure of an annual operating statement the Master Servicer or rent rolls (if and the Special Servicer to the extent disclose any such information is in the form otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only this Section 3.12 to the extent the related Mortgagor is required by Master Servicer or the related Mortgage Loan documents to deliver and does deliverSpecial Servicer so fails because such disclosure, or otherwise agrees to provide and does provide, such information), presenting in the computation to “normalize” the full year net operating income and debt service coverage numbers used by reasonable belief of the Master Servicer in preparing or the CREFC® Comparative Financial Status ReportSpecial Servicer, as the case may be, would violate any applicable law or any provision of a loan document prohibiting disclosure of information with respect to the Loans or Mortgaged Properties or would constitute a waiver of the attorney-client privilege on behalf of the Trust. The Master Servicer (and the Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with respect to Non-Specially Serviced Loans) applicable law, the related loan documents and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect without suggesting liability on the part of any other party hereto).
(g) The Depositor shall provide to Specially Serviced the Master Servicer and the Trustee the initial data (as of the respective Due Dates for the Loans in November 2006 or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement Analysis Report and REO Propertiesthe CMSA Property File. In addition, the Depositor shall cause each Mortgage Loan Seller to prepare (or cause to be prepared on its behalf) shall a CMSA Loan Set-Up File.
(h) If the Master Servicer or the Special Servicer is required to deliver any statement, report or make information under any provision of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available copies on the Master Servicer's internet website or the Trustee's Website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Trustee may request delivery in paper format of any statement, report or information required to be delivered to the Trustee and clause (in electronic formatz) of each CREFC® NOI Adjustment Worksheet and, upon request, this paragraph shall not apply to the related operating statements or rent rolls (in each case, promptly following delivery of any information required to be delivered to the initial preparation and each material revisionTrustee unless the Trustee consents to such delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to a Mortgage as soon as practicable (but in any event not later than 60 days) after the related Serviced Loan (other than a Non-Serviced Mortgage Loan or becomes a Specially Serviced Loan) with a Stated Principal Balance of Loan (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) monthsand, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on cases where the related Mortgage Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such Mortgage the related Serviced Loan remains a Specially Serviced Loan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2007, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property (other than the Mortgaged Property related to any Non-Serviced Mortgage Loan) at least once per calendar year (or, in the case of each Loan with an unpaid principal balance of under $2,000,000, once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Sellers, the Directing Certificateholder, the related Companion Loan Holder(s) (if a Serviced Whole Loan is involved and the Trustee has knowledge of such Noteholder(s)), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended June 2006, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially each Performing Serviced Loan Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 30 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, Within 60 days after receipt by the Master Servicer (with respect from the related Mortgagors or otherwise, as to Non-Specially Performing Serviced Loans) or , and within 45 days after receipt by the Special Servicer (with respect or otherwise, as to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer Properties (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and other than REO Properties that do not relate to, related to any Non-Serviced Mortgage LoansLoan), as applicable, shall prepare of any annual operating statements or rent rolls with respect to each any Mortgaged Property securing a Mortgage Loan (other than a the Mortgaged Property related to any Non-Serviced Mortgage Loan) and or REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan), the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property:
) shall, based upon such operating statements or rent rolls, prepare (i) Within forty-five (45) days after receipt of a quarterly operating statementor, if anypreviously prepared, commencing within forty-five update) the related CMSA Operating Statement Analysis Report. The Master Servicer also shall deliver to the Directing Certificateholder (45in hard copy or electronic format, as requested) days copies of receipt all such rent rolls and operating statements. The Special Servicer shall remit a copy of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® each CMSA Operating Statement Analysis Report prepared or updated by it (but only within ten days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Serviced Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the related Mortgagor Companion Loan Holder(s) (if a Serviced Whole Loan is required by involved and the Trustee has knowledge of such Noteholder(s)), any Certificateholder or, if the Trustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related Mortgage Loan documents to deliver and does deliveroperating statement or rent rolls. Within 60 days (or, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as case of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or items received from the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property (other than with respect to the Mortgaged Property related to any Non-Serviced Mortgage Loan) or REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan), the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), any Companion Loan Holder upon its request (if the related Serviced Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Serviced Companion Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than 2:00 p.m. (45New York City time) days after receipt of an annual operating statement on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls cause to be delivered to the Master Servicer, the Directing Certificateholder, the related Companion Loan Holder(s) (if and to the extent any such information a Serviced Whole Loan is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such informationinvolved), presenting the computation following reports (or data files relating to “normalize” the full year net operating income and debt service coverage numbers used by reports of the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (Servicer) with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Serviced Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc. Series 2006-1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, calendar year commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2004; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) monthscalendar year, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report report, in the format provided by CMSA, of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder ((i) prior and, upon request to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after such request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected by it to the Trustee, the Certificate Administrator, Paying Agent and the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formatTrustee and each other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30th of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteOperating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior Operating Statement Analysis Reports and NOI Adjusted Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All Operating Statement Analysis Reports shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Trustee, the Paying Agent, the Directing Certificateholder and, upon written request, the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and, upon written request, the related operating statement or rent rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be in the form of the then current CMSA format.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report, (v) a CMSA REO Status Report and (vi) a CMSA Special Servicer Report.
(e) Not later than 12:30 p.m. (New York City time) on the P&I Advance Determination Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered (in electronic format) to the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File Report, and CMSA Comparative Financial Status Report (in each case combining the reports required in Section 3.12(d) by the Special Servicer and Servicer), (iii) a Servicer Watch List Report with information that is current as of such Determination Date and (iv) an Updated Collection Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and the Servicer, or the Special Servicer as the case may be. The Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Comm Mort Pass THR Certs Ser 2003-Pm1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgaged Property constituting collateral for the John Hancock Tower Mortgage Loan, the Boulevard Mall Mortgage Loan or a Specially xx Sxxxxxxxy Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan or Serviced Companion Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case of any Specially Serviced Loan, Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer, in the case of any Non-Mortgage Loan or Serviced Companion Loan (other than the John Hancock Tower Mortgage Loan, the Boulevard Mall Mortgage Lxxx axx Xxxcially Serviced Mortgage Loans), or the Special Servicer, in the case of Specially Serviced Loan Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more more, at least once every twelve (12) 12 months and (iib) less than $2,000,000 2,000,000, at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2001; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, Trust Fund which expense shall be reimbursed to the extent not paid by the related Mortgagor, reimbursed first Trust Fund from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a collected on such Specially Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agenciesother, the Special Servicer or Trustee and the Master Servicer, as applicable, Paying Agent within 30 days. The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to each Rating Agency and the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class F, Class G, Class H, Class I, Class J, Class K, Class L and Class M Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected thereby to the TrusteePaying Agent, the Certificate Administrator, the Directing Certificateholder Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 45 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such itemsThe Paying Agent shall, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROupon request, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additionUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer of any annual operating statements or rent rolls with respect to Non-Specially Serviced Loansany Mortgaged Property or REO Property, but in no event later than June 30th of each year, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) or the analysis of operations and the Net Operating Income adjustment worksheet (the "Operating Statement Analysis Report"). The Special Servicer shall forward to the Servicer within 5 Business Days of receipt all operating statements and rent rolls received by the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, from any Mortgagor. All Operating Statements Analysis Reports shall prepare be maintained by the Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate AdministratorPaying Agent and the Special Servicer, together with the related operating statements or rent rolls. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Directing Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be substantially in the form of Exhibit J attached hereto (or, at the discretion of the Servicer, provided that no less information is provided than is set forth in Exhibit J in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a delinquent loan status report, (ii) a comparative financial status report, (iii) an historical liquidation report; (iv) an historical loan modification report and (v) an REO status report.
(e) Not later than 3:30 p.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent any necessary) and deliver or cause to be delivered to the Trustee and the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent delinquent loan status report, historical liquidation report, historical loan modification report and REO status report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA property file report, CMSA loan periodic update file and comparative financial status report (in each case combining the reports prepared by the Special Servicer and Servicer), and (iii) a watch list report with information that is current as of such Determination Date.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee and the Paying Agent the reports set forth in Section 3.12(e), in an electronic format reasonably acceptable to the Special Servicer, the Paying Agent, the Servicer and the Trustee. The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(e) and Section 3.12 (d). The Trustee and the Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee and the Paying Agent pursuant to Section 3.12(e), to the extent that such information is or reports are, in the form of normalized year-end financial statements that have been turn, based on a minimum number of months of operating results as recommended information or reports to be provided by CREFC® in the instructions Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the CREFC® guidelinesextent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c) for each calendar year commencing within forty-five or Section 3.12(d) the Servicer shall have no obligation to provide such information or reports to the Trustee or the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(45g) days Notwithstanding foregoing, however, the failure of receipt the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only this Section 3.12 to the extent the related Mortgagor is required by Servicer or Special Servicer so fails because such disclosure, in the related good faith reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (document prohibiting disclosure of information with respect to Non-Specially Serviced Loans) the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) without suggesting liability on the part of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionany other party hereto).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) monthsyear except, in each casethe case of a Credit Lease Loan, commencing in at least once every three years if the calendar year 2018 (related Tenant or its Guarantor has a published rating of not less than BBB- or its equivalent from any nationally-recognized rating agency, every two years, if the related Tenant or its guarantor has a published rating between BB+ and each Mortgaged Property shall be inspected on BB- or prior to December 31its equivalent from any nationally-recognized rating agency, 2019); provided, however, that and annually if the related Tenant or its Guarantor has a physical inspection has been performed by published rating of less than BB- or its equivalent from any nationally-recognized rating agency. Notwithstanding the Special Servicer in the previous twelve (12) monthsforegoing, the Master Servicer will not be required to perform, shall perform (or cause to be performed, such ) annually a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on inspection of each Mortgaged Property for which no published rating is publicly available for the related Tenant under each Credit Lease Loan that represents 5% or more of the initial principal balance of the Mortgage LoanPool, the Special Servicer shall and will inspect or cause to be inspected every second year each other Mortgaged Property for which the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced LoanTenant or its Guarantor has no published publicly available rating.). The cost of such inspection by the Special Master Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare (or cause to be prepared prepared) a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from such inspection. The Master Servicer, upon request, shall deliver to the inspection and (v) photographs Trustee a copy of each inspected such written report. In the event the published rating for any Tenant or Guarantor is downgraded by any of Standard & Poor's, Moody's or FITCH IBCA by one or more rating increments (e.g. AA to X) xxx no inspection has been performed due to a ratings downgrade in the preceding twelve months for the related Mortgaged Property. The Special Servicer and , then in each such instance, the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as cause all Mortgaged Properties leased to such partyTenant to be inspected as soon as reasonably practical and, thereafter, in accordance with the first sentence of this clause (a).
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of greater than $2,000,000 5,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019year); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the . The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such written report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance within 60 days of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)its preparation.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master Servicer a copy of each such written report within 60 days of its preparation.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more more, at least once every twelve (12) 12 months and (iib) less than $2,000,000 2,000,000, at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2002; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to and the Directing Certificateholder ((i) prior to Trustee and the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Paying Agent within 5 Business Days after request for copies (or if such request is received before such report is completed, within 5 Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to each Rating Agency and the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to Upon written request, the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected thereby to the TrusteePaying Agent, the Certificate Administrator, the Directing Certificateholder Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon the The Paying Agent shall, upon request of any Privileged Person (other than the NRSROs) to receive which request may be a single continuing request), deliver copies of such items(in hard copy, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver electronic format or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loansits internet website) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additionUnderwriters, the Master Rating Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer or the Special Servicer. By the later to occur of: (i) 45 days after receipt by the Servicer of any annual operating statements or rent rolls with respect to Non-Specially Serviced Loansany Mortgaged Property or REO Property or (ii) June 30th of each year, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the NOI Adjustment Worksheet and the Operating Statement Analysis Report. The Special Servicer shall forward to the Servicer within 5 Business Days of receipt all operating statements and rent rolls received by the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, from any Mortgagor. All Operating Statement Analysis Reports shall prepare be maintained by the Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder Paying Agent and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31Special Servicer, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon written request, the related operating statements or rent rolls rolls. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Servicer, deliver to the Trustee, the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and the related operating statement or rent rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a Delinquent Loan Status Report, (ii) a Comparative Financial Status Report, (iii) an Historical Liquidation Report; (iv) an Historical Loan Modification Report and (v) an REO Status Report.
(e) Not later than 11:00 a.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Paying Agent data files relating to the following reports: (i) to the extent received at the time required, the most recent Delinquent Loan Status Report, Historical Liquidation Report, Historical Loan Modification Report and REO Status Report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File, CMSA Loan Periodic Update File and Comparative Financial Status Report (in each casecase combining the reports prepared by the Special Servicer and Servicer), promptly following and (iii) a Servicer Watch List Report with information that is current as of such Determination Date. Not later than 1:00 p.m. (New York City time) on the initial preparation P&I Advance Date, the Servicer shall prepare (if and each material revisionto the extent necessary) and deliver or cause to be delivered to the Paying Agent a data file containing an updated CMSA Loan Periodic Update File to the extent any Balloon Payments or prepayments required to be included in the Available Distribution Amount for such Distribution Date have been received prior to the P&I Advance Date but after the Determination Date.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(e) and Section 3.12 (d). The Paying Agent may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12 (c) or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) If the Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Servicer's internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and the Servicer or Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced with the Mortgaged Property securing the Servicing Retained Mortgage Loan or a Specially Serviced Loan) at such times and in such manner as are consistent with the Servicing Standard, but in any event shall inspect each Mortgaged Property (other than with the Mortgaged Property securing the Servicing Retained Mortgage Loan) securing a Mortgage Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2000; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that (i) the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve Cut-off Date or (12ii) monthsthe Debt Service Coverage Ratio with respect to any Mortgaged Property has decreased to 1.05x or less, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the reasonable cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, deems material and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer notifies the Servicer prior to such inspection, and provides a copy of such inspection to the Servicer. If the Special Servicer performs such inspection in accordance with the Servicing Standard and other provisions of this paragraph (a) and of the related Loan Documents, such inspection shall satisfy the Servicer's inspection obligations pursuant to this paragraph (a). The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, each of the Rating Agencies and the Trustee, and the Trustee shall deliver such reports to the Directing Certificateholder ((i) prior to Paying Agent, the occurrence and continuance Underwriter, the Placement Agent and, upon request, each Holder of a Control Termination Event Class F, Class G, Class H, Class I, Class J and Class K Certificate.
(iib) other than The Servicer, or with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating AgenciesMortgage Loans, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable best efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports in the form of Exhibits I-7 and I-8 based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items to copies of the Master Servicer within five (5) Business Days of receiptcollected items, and the Master Servicer written reports in the form of Exhibits I-7 and the Special I-8 or in a format acceptable to Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 20 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less than June 30 annually by January 1st of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master The Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion the collected items, and of reports in the form of Exhibits I-7 and I-8 in respect of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with written reports prepared in respect to Non-Specially Serviced Loans) thereof or received from the Special Servicer in an electronic format mutually agreed upon by the Servicer and the Trustee, to the Trustee and the Special Servicer and each of the Rating Agencies. To the extent received from the Servicer, the Trustee shall deliver reports in the form of Exhibits I-7 and I-8 to the Underwriter, the Placement Agent and each Holder of a Class F, Class G, Class H and Class I, Class J and Class K Certificate, via diskette or other electronic transmission and by written report to follow, in each case (with respect other than quarterly operating statements received by the Servicer, which will be provided to Specially Serviced Loans that are notthe Rating Agencies and the Directing Certificateholder, and REO Properties otherwise, only upon request (which such request may state that do not relate to, Non-Serviced Mortgage Loans)such operating statements be delivered until further notice) within 30 days of its receipt or preparation, as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other beginning in June, 1999 but thereafter in no event less frequently than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required annually by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter June 30th of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2007 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019November 2007); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges (but with respect to the Bank of America Plaza Mortgage Loan, only from amounts available for such purpose under the Bank of America Plaza Intercreditor Agreement) actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2007. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person (other than the NRSROs) to receive copies of each such items, report prepared by the Master Servicer (or the Special Servicer. Within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver format or make available copies (in electronic formaton its internet website) of each CREFC® NOI Adjustment Worksheet and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to any Companion Loan, the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iii) a CMSA REO Status Report, (iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning January 2007, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report and the CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder or any Companion Holder, making such statement, report or information available on the Master Servicer's or the Special Servicer's internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17)
Inspections; Collection of Financial Statements. (a) The Each Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2007 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019June 2008); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and such Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the such Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the applicable Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the applicable Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to the One & Two Prudential Plaza Whole Loan, the One & Two Prudential Plaza A2 Noteholder) upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Each Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business Days days of receipt, receipt and the such Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2007. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the applicable Master Servicer (or the Special Servicer. Within 45 days after receipt by the applicable Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The applicable Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of and such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Master Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation thereof and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to a Loan Pair, to the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the applicable Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The applicable Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer and the Directing Certificateholder the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to such Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable such Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, beginning in August 2006, the applicable Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the applicable Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating, to the extent the Master Servicer has received the CMSA Special Servicer Loan File, the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iii) a CMSA Servicer Watch List with information that is current as of such Determination Date, (iv) CMSA Financial File, (v) CMSA Loan Level Reserve LOC Report, (vi) the Realized Loss Report and (vii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the applicable Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Setup File (with respect to the first Distribution Date) and the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicers the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and each Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by each Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by any Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), such Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and such Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of any Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. Each Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. Each Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if any Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, such Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder, making such statement, report or information available on such Master Servicer's or the Special Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, each Master Servicer and the Special Servicer shall deliver any statements, reports or other information to the Paying Agent in an electronic format mutually agreeable to the Paying Agent and such Master Servicer, or the Special Servicer as the case may be. Each Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp7)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan Mortgaged Properties constituting REO Properties or a collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve two years (12) months and (ii) less or, if the related Mortgage Loan has a current balance of more than $2,000,000 2,000,000, at least once every twenty-four (24year) months, in each case, commencing in provided that the calendar year 2018 (and each Master Servicer will have no obligation to inspect a Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the during such period. The Master Servicer will not be required to perform, shall promptly prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation upon request deliver or make available a copy (in electronic format) of each such report prepared by to the Trustee, the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Depositor a copy of each such written report of the related inspection, and the Trustee shall deliver to the Directing Certificateholder and upon request to Holders of the Privately Offered Certificates a copy of each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after written report within 15 days of receipt of such report from the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).Master Servicer
(b) If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan (unless such Mortgaged Property had been inspected within the prior three months), and the Special Servicer shall thereafter inspect such Mortgaged Property at such times and in such manner as are consistent with the Servicing Standard (but in any event at least once per calendar year). The cost of such inspections shall be a Servicing Advance. The Special Servicer shall promptly prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer shall deliver to the Master Servicer, the Trustee, the Holders of the Privately Offered Certificates and the Depositor a copy of each such written report within 15 days of the related inspection.
(c) The Master Servicer (or, in the case of any Specially Serviced LoanMortgage Loans, and the Master Special Servicer, in the case of any Non-Specially Serviced Loan ) shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause use reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer shall shall, upon request, each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receiptother such party and the Trustee, and the Master Servicer and the Special Servicer, as applicable, Trustee shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans Depositor and REO Loans) shall deliver copies of all or any portion Holders of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, Privately Offered Certificates upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)2003; provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) 12 months, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related MortgagorTrust Fund, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, and to the Directing Certificateholder electronically using the ARCap naming convention the form of which is attached hereto as Exhibit V ((i) prior the "ARCap Naming Convention"), to the occurrence Trustee and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Trustee shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (and with respect to the Simon Mortgage Loan, the Simon Representative) upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer or Servicer, as applicable, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans, if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Nonnon-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer shall each deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate Administrator, Trustee and the Directing Certificateholder (electronically using the ARCap Naming Convention) and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 30th of each year commencing 2018year. Upon The Trustee shall, upon request, deliver copies (in hard copy, electronic format or make available on its Internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Master Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the Servicer (or the Special Servicer. Within 45 days after receipt by the Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30th of any year, then within 30 days after receipt, the Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteOperating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior Operating Statement Analysis Reports and NOI Adjusted Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All Operating Statement Analysis Reports shall be maintained by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for and the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter Servicer shall forward copies (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basishard copy, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver electronic format or make available copies (in electronic formaton its Internet website) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate AdministratorTrustee, the Directing Certificateholder (and with respect to the Simon Mortgage Loan, the Simon Representative) and the Special Servicer and the related Companion Holder operating statements or rent rolls. The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (with respect to any Serviced Companion Loan).
(iior update thereof) Within forty-five (45) days after receipt of an annual and the related operating statement or rent rolls rolls. The Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each Operating Statement Analysis Report shall be substantially in the form of Exhibit M-12 attached hereto (or, at the discretion of the Servicer, or the Special Servicer, as applicable, provided that no less information is provided than is set forth in Exhibit M-12 in a CMSA format.
(d) At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Servicer as of such Determination Date: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Property File, (iii) a CMSA Historical Liquidation Report, (iv) a CMSA Historical Loan Modification Report (v) a CMSA REO Status Report and (vi) a CMSA Comparative Financial Status Report.
(e) Not later than 11:00 a.m. (New York City time) on the Business Day prior to the Distribution Date, the Servicer shall prepare (if and to the extent any necessary) and deliver or cause to be delivered to the Trustee data files relating to the following reports: (i) to the extent received at the time required, the most recent Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File Report, and CMSA Comparative Financial Status Report (in each case combining the reports required in Section 3.12(d) by the Special Servicer and Servicer), and (iii) a Servicer Watch List Report with information that is current as of such Determination Date. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Servicer shall deliver or cause to be delivered to the Trustee via electronic format the CMSA Loan Periodic Update File.
(f) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer shall deliver to the Trustee the reports set forth in Section 3.12(e). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Servicer to the Trustee pursuant to Section 3.12(e), to the extent that such information is or reports are, in the form of normalized year-end financial statements that have been turn, based on a minimum number of months of operating results as recommended information or reports to be provided by CREFC® in the instructions Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the CREFC® guidelinesextent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) for each calendar year commencing within forty-five or Section 3.12(d), the Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(45g) days Notwithstanding the foregoing, however, the failure of receipt the Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only this Section 3.12 to the extent the related Mortgagor is required by Servicer or Special Servicer so fails because such disclosure, in the related reasonable belief of the Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (document prohibiting disclosure of information with respect to Non-Specially Serviced Loans) the Mortgage Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect without suggesting liability on the part of any other party hereto).
(h) If the Servicer or the Special Servicer is required to Specially Serviced Loans deliver any statement, report or information under any provisions of this Agreement, the Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Servicer's Internet website, unless this Agreement expressly specifies a particular method of delivery. The Servicer and REO Properties) the Trustee, as applicable, shall prepare and deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet andon their respective websites, upon requestto the Directing Certificateholder, the related operating statements or rent rolls (reports and information described in each case, promptly following Exhibit N in the initial preparation forms and each material revisionformats and within the timeframes set forth therein.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR CRT Ser 2002 Cibc5)
Inspections; Collection of Financial Statements. (a) The Commencing in 2001, the Master Servicer shall perform (or, in the case of any inspection required to be performed 60 days after delinquency, the Special Servicer, shall, at its own cost and expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year) and 60 days after delinquency, provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes is transferred thereto pursuant to Section 3.21(a) and annually thereafter so long as it is a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, or (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall (i) within 15 days of the preparation thereof, deliver to the Directing Certificateholder, the Rating Agencies, each other and the Trustee, which shall then, as required by Section 8.12(b), upon written request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, deliver to such Holder a copy of and (ii) upon request by any such Person, promptly discuss therewith the contents of each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual, quarterly and annual or other periodic operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) subject to Section 4.02(b), prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income`and Debt Service Coverage Ratios for the related Mortgage Loans, REO Loans and the related Mortgaged Properties and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties (or, in the case of Specially Serviced Mortgage Loans shall deliver such reports or related data fields as reasonably requested by the Master Servicer); and (iii) subject to Section 4.02(b), deliver copies of the collected items supporting the reports, and deliver the written reports prepared in respect thereof, upon request, to the Directing Certificateholder, the Rating Agencies, each other and the Trustee, in each case within 30 days of the later of receipt of such collected items or request pursuant to Section 4.02(b), as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or the Directing Certificateholder, and/or a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of Amercia Com Mort Pas Thru Cer Series 2000-2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Mortgaged Properties constituting collateral for Specially Serviced LoanMortgaged Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special ServicerServicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan or that is an REO Property at such times and in such manner as are consistent with the Servicing Standard, but in any event at least annually until, in the case of any Specially Serviced Mortgage Loan, such Mortgage Loan becomes a Corrected Mortgage Loan. If any Mortgage Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 60 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property or REO Property, as applicable, and specifying the existence of (i) any vacancy in the Mortgaged Property or REO Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property or REO Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property or REO Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property or REO Property evident from such inspection. The Special Servicer, upon request, shall deliver to the Trustee and the Master ServicerServicer a copy of each such written report.
(c) The Master Servicer (or, in the case of any Non-Specially Serviced Loan Mortgage Loans, the Special Servicer) shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Master Servicer and Special Servicer Servicer, upon request, shall each deliver all such copies of the collected items to the Master Servicer within five (5) Business Days of receipt, other such party and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, Trustee in each case within sixty (60) 10 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)1999; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that (i) the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve Cut-off Date or (12ii) monthsthe Debt Service Coverage Ratio with respect to any Mortgaged Property has decreased to 1.05x or less, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, deems material and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee, the occurrence Paying Agent, each Rating Agency, the Underwriter, the Placement Agent and continuance each Holder of a Control Termination Event Class F, Class G, Class H, Class I, Class J and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies Class K Certificate, within 60 days of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)its preparation.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports in the form of Exhibits I-7 and I-8 based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items to copies of the Master Servicer within five (5) Business Days of receiptcollected items, and the Master Servicer written reports in the form of Exhibits I-7 and the Special I-8 or a in a format acceptable to Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) 20 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less than annually by June 30 1st of each year commencing 2018year. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master The Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion the collected items, and of reports in the form of Exhibits I-7 and I-8 in respect of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with written reports prepared in respect to Non-Specially Serviced Loans) thereof or received from the Special Servicer in an electronic format mutually agreed upon by the Servicer and the Trustee, to the Trustee. To the extent received from the Servicer, the Trustee shall deliver reports in the form of Exhibits I-7 and I-8 to the Rating Agencies, the Underwriter, the Placement Agent and each Holder of a Class F, Class G, Class H and Class I, Class J and Class K Certificate, via diskette or other electronic transmission and by written report to follow, in each case (with respect other than quarterly operating statements received by the Servicer, which will be provided to Specially Serviced Loans that are notthe Rating Agencies and the Directing Certificateholder, and REO Properties otherwise, only upon request (which such request may state that do not relate to, Non-Serviced Mortgage Loanssuch operating statements be delivered until further notice)) within 30 days of its receipt or preparation, as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other beginning in August, 1998 but thereafter in no event less frequently than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required annually by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter June 30th of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Commencing in 1998, the Master Servicer shall perform (at its own expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year), provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanis transferred thereto pursuant to Section 3.21(a). The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of such report has knowledge of and the Master Servicer or the Special ServicerServicer (or their respective designees), as the case may be, deems materialmaterial and is evident from such inspection, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of which the preparer Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (iv) any waste on or deferred maintenance in respect of such report has knowledge or the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer shall each deliver to the inspectionTrustee and each other a copy of each such written report prepared or caused to be prepared by it within 45 days of such report's preparation. The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), all such copies so delivered to it. In the absence of actual knowledge that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(v) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual and quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer and the Special Servicer, as applicablein the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans and REO Loans and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties; and (iii) deliver or make available copies of all the foregoing items so collected items, and of the written reports prepared in respect thereof, to the Trustee, the Certificate Administrator, the Directing Certificateholder Rating Agencies (except that quarterly operating statements and the Depositor, in electronic formatrent rolls need not be delivered to DCR) and each other, in each case within sixty (60) 45 days of its receipt thereofor preparation, but in no eventas applicable. The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), all such copies so delivered to it. In the case absence of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, actual knowledge that the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect is in default under this Section 3.12(b), the Trustee shall have no obligation to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, confirm that the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect has or is attempting to Specially Serviced Loans and REO Loans) shall deliver copies of all or collect any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to described above in this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan3.12(b).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Inspections; Collection of Financial Statements. (a) The Commencing in 2002, the Master Servicer shall perform (or, in the case of any inspection required to be performed 60 days after delinquency, the Special Servicer, shall, at its own cost and expense), inspect or shall cause to be performed (at its own expense), a physical the inspection of each Mortgaged Property relating to a at least once every two years (or, if the related Mortgage Loan has a then current balance greater than $2,000,000, at least once every year) and 60 days after delinquency, provided that at least 50% of the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a by both number and aggregate Stated Principal Balance Balances of the related Mortgage Loans) will be inspected each year by the Master Servicer (or an entity employed by the Master Servicer for such purpose) or, in accordance with the second succeeding sentence, by the Special Servicer. The Master Servicer shall be responsible for such inspections only in respect of (i) $2,000,000 or more at least once every twelve (12) months Mortgage Loans that are not Specially Serviced Mortgage Loans and (ii) less than $2,000,000 at least once every twenty-four (24) monthsCorrected Mortgage Loans. The Special Servicer, in each case, commencing subject to statutory limitations or limitations set forth in the calendar year 2018 (and each Mortgaged Property related Mortgage Loan documents, shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, perform or cause to be performed, such performed a physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related inspection of a Mortgaged Property as soon as practicable after such the servicing of the related Mortgage Loan becomes is transferred thereto pursuant to Section 3.21(a) and annually thereafter so long as it is a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by Master Servicer and the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared as soon as reasonably possible a written report of each such inspection performed or caused to be performed thereby detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that is, in the preparer reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or their respective designees), as the case may be, material and is evident from such inspection, or (iv) any waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any capital improvements made that are evident from such inspection. The Master Servicer and Special Servicer each shall (i) within 30 days of the preparation thereof, deliver to the Directing Certificateholder, the Rating Agencies, each other and the Trustee, which shall then, as required by Section 8.12(b), upon written request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, deliver to such Holder a copy of and (ii) upon request by any such Person, promptly discuss therewith the contents of each such written report has knowledge prepared or caused to be prepared by or on behalf of it. Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in such written report as the Special Servicer, and/or the Directing Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special ServicerServicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the case may bewritten reports delivered to it pursuant to this Section 3.12(a) and, deems materialif and to the extent delivered to it in a written or electronic format, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change related additional information referred to in the condition preceding sentence. In the absence of the Mortgaged Property of which the preparer of such report has actual knowledge or that is evident from the inspection, and that the Master Servicer or the Special ServicerServicer is in default under this Section 3.12(a), the Trustee shall have no obligation to confirm that inspections of the Mortgaged Properties are being performed in accordance with this Section 3.12(a). The preceding sentence notwithstanding, in the event the Trustee has received, as the case may beof December 31 of any calendar year, deems material, (iv) any visible material waste committed on inspection reports with respect to less than 50% of the Mortgaged Property Properties as set forth in the first sentence of which this Section 3.12(a), the preparer Trustee shall notify the Master Servicer of such report has knowledge fact in writing on or that is evident from before January 31 of the inspection and (v) photographs of each inspected Mortgaged Propertyimmediately succeeding calendar year. The Special notice provided by the Trustee to the Master Servicer of the deficiency in the number of inspection reports provided to the Trustee, shall constitute notice "requiring the same to be remedied" within the meaning of Section 7.01(a)(vi) hereof and shall so state on its face. If the Master Servicer does not provide satisfactory evidence (which shall include the presentation of the required reports) of the performance of the number of inspections required pursuant to the first sentence of this Section 3.12(a) within 30 days of such notice, the Master Servicer shall promptly following preparation deliver or make available a copy (be deemed to have failed duly to observe and perform in electronic format) of each such report prepared by the Special Servicer all material respects its covenants and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (agreements set forth in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such partythis Section 3.12(a).
(b) The Special Servicer, in the case of any the Specially Serviced LoanMortgage Loans and REO Properties, and the Master Servicer, in the case of any Non-Specially Serviced Loan all other Mortgage Loans, shall make reasonable efforts to collect or otherwise obtain promptly and review (from each the related Mortgagor in the case of a Mortgage Loan) annual, quarterly and annual or other periodic operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, Property or REO Property (and the quarterly and annual financial statements of such Mortgagorthe related Mortgagor in the case of a Mortgage Loan), whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationMortgage. The Special Servicer shall deliver all such items to Servicer, in the Master Servicer within five (5) Business Days case of receiptthe Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected; (ii) subject to Section 4.02(b), prepare written reports based on such reviews identifying the revenues, expenses, Net Operating Income and Debt Service Coverage Ratios for the related Mortgage Loans, REO Loans and the related Mortgaged Properties and any extraordinary increases or decreases in expenses or revenues associated with the related Mortgaged Properties and REO Properties (or, in the case of Specially Serviced Mortgage Loans shall deliver such reports or related data fields as reasonably requested by the Master Servicer); and (iii) subject to Section 4.02(b), deliver copies of the collected items supporting the reports, and deliver the written reports prepared in respect thereof, upon request, to the Directing Certificateholder, the Rating Agencies, each other and the Trustee, in each case within 30 days of the later of receipt of such collected items or request pursuant to Section 4.02(b), as applicable (it being understood and agreed that with respect to Mortgage Loans (including, without limitation, Specially Serviced Mortgage Loans) that are primary serviced by a Sub-Servicer, such collected items shall be deemed to have been received by the Master Servicer and or the Special Servicer, as applicablethe case may be, at the same time they are received by the applicable Sub-Servicer); and (iv) promptly upon the request of any Person referred in the immediately preceding clause (iii), to discuss therewith the contents of the collected items and the written reports referred to in the immediately preceding clause (iii). Furthermore, the Master Servicer shall obtain (and shall deliver to the requesting party and the Trustee) such additional information with respect to the matters addressed in the collected items and written reports referred to above as the Special Servicer, and/or the Directing Certificateholder, and/or a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, may reasonably request and shall cooperate with and reasonably assist the Special Servicer in making direct inquiries with any Mortgagor to the extent any such direct inquiry by the Special Servicer would not violate the terms of any applicable Sub-Servicing Agreement; provided that if the Special Servicer or any such Certificateholder shall desire such an inquiry to be made of a Mortgagor, and if the subject Mortgage Loan is then being primary serviced by a Sub-Servicer, then the Master Servicer shall in each instance (regardless of whether such Mortgage Loan was originated by such Sub-Servicer), unless otherwise agreed by such Sub-Servicer, first request that such Sub-Servicer make such inquiry (and the Master Servicer or the Special Servicer may contact such Mortgagor directly in such instance if such request has been so made to such Sub-Servicer and the requested information has not thereafter been obtained by such Sub-Servicer within a reasonable time). The Trustee shall make available to Certificateholders, Certificate Owners and prospective Certificateholders and Certificate Owners (which prospective Certificateholders and Certificate Owners have been certified to it as such by a Certificateholder or a Certificate Owner), in accordance with Section 8.12(b), copies of all the foregoing items so collected written reports delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider it pursuant to this Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans3.12(b) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such delivered to it in written or electronic format, the related additional information is referred to in the form preceding sentence. In the absence of normalized year-end financial statements actual knowledge that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (is in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon requestdefault under this Section 3.12(b), the related operating statements Trustee shall have no obligation to confirm that the Master Servicer or rent rolls (the Special Servicer has or is attempting to collect any of the items described above in each case, promptly following the initial preparation and each material revisionthis Section 3.12(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificate Series 2000-1)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)1998; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that (i) the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve Cut-off Date or (12ii) monthsthe Debt Service Coverage Ratio with respect to any Mortgaged Property has decreased to 0.90x or less, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which Property, (v) a report setting forth the preparer of such report has knowledge or that is evident from the inspection three most recent years operating statements, and (vvi) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior to Trustee, the occurrence Paying Agent, each Rating Agency, the Underwriters, the Placement Agents and continuance each Holder of a Control Termination Event Class F, Class G, Class H, Class I and (ii) other than with respect to Class J Certificate, within 30 days of its preparation, and in any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies event, within 45 days of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)inspection.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer, via diskette or other electronic transmission and by written report to follow, in each case within 30 days of its receipt or preparation, as applicable, but in no event less than annually by June 1st of each year. The Servicer within five (5) Business Days shall deliver copies of receiptthe collected items, and of the Master Servicer and written reports prepared in respect thereof or received from the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder Rating Agencies, the Underwriters, the Placement Agents, the Special Servicer and the Depositoreach Holder of a Class F, in Class G, Class H and Class I Certificate, via diskette or other electronic formattransmission and by written report to follow, in each case (other than quarterly operating statements received by the Servicer, which will be provided to the Rating Agencies and the Directing Certificateholder, and otherwise, only upon request (which such request may state that such operating statements be delivered until further notice)) within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less frequently than annually by June 30 30th of each year commencing 2018. Upon the request of any Privileged Person year.
(other than the NRSROsc) to receive copies of such itemsIf, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Specially Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement), if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent Special Servicer requests additional information regarding the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of Mortgagor based upon the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or information received by the Special Servicer (with respect pursuant to Specially Serviced Loans Sections 3.12(a) and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request3.12(b), the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) Servicer shall use its reasonable efforts to provide such additional information to the Certificate AdministratorSpecial Servicer, the Directing Certificateholder and including soliciting such additional information from the related Companion Holder (with respect to any Serviced Companion Loan)Mortgagor.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)
Inspections; Collection of Financial Statements. (a) The Each Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than the 599 Lexington Avenue Mortgaged Property and the AmeriCold Portfolio Morxxxxxx Xxxxxxxx) xxxuring a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note that it is responsible for servicing hereunder with a Stated stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2008 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019November 2008); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and such Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection applicable Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the applicable Master Servicer, as applicablethe case may be, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the applicable Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the applicable Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced LoanMortgage Loans, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Each Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the applicable Master Servicer within five (5) Business Days days of receipt, receipt and the such Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2008. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its internet website) of the request of any Privileged Person (other than foregoing items to the NRSROs) to receive copies of such itemsUnderwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such report prepared by the applicable Master Servicer (or the Special Servicer. Within 45 days after receipt by the applicable Master Servicer, with respect to Non-Specially Serviced Loans) Mortgage Loans it is responsible for servicing hereunder, or the Special Servicer (with respect to Specially Serviced Mortgage Loans of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, such Master Servicer shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on CMSA NOI Adjustment Worksheet and the Certificate Administrator’s WebsiteCMSA Operating Statement Analysis Report. Upon the request occurrence and continuation of any NRSROa Servicing Transfer Event, the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect including underwritten figures), and the Special Servicer's obligations hereunder shall be subject to Specially Serviced Loans its having received all such reports. The applicable Master Servicer and REO Loans) Special Servicer shall deliver copies of all or any portion of the foregoing items so collected thereby forward to the 17g-5 Information Provider pursuant to Section 3.13(c)other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. In addition, All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe 599 Lexington Avenue Mortgaged Property and the AmeriCold Portfolio Morxxxxxx Xxxxxxxx) and xxx REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of and such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available forward copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver format or make available copies (in electronic formaton its internet website) of each CREFC® NOI Adjustment Worksheet and, upon request, thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to any Companion Loan, the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the applicable Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The applicable Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the 599 Lexington Avenue Mortgaged Property and the AmeriCold Portfolio Morxxxxxx Xxxxxxxx), xxoviding the information required of the Special Servicer in an electronic format, reasonably acceptable to such Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable such Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iii) a CMSA REO Status Report, (iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report, in each case with the supporting financial statements submitted by the Mortgagor.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date beginning July 2007, the applicable Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the applicable Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report and the CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report, (viii) the CMSA Advance Recovery Report and (ix) with respect to Mortgage Loans that have Companion Loans, the CMSA Total Loan Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the applicable Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicers the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and each Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). Each Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by each Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by any Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), such Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and such Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of any Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent such Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of such Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. Each Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. Each Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if any Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, such Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder or any Companion Holder, making such statement, report or information available on such Master Servicer's or the Special Servicer's internet website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding anything to the contrary in the foregoing, each Master Servicer and the Special Servicer shall deliver any required statements, reports or other information to the Trustee in an electronic format mutually agreeable to the Trustee and such Master Servicer or the Special Servicer, as the case may be. Each Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc19)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Serviced Loan becomes a Specially Serviced Loan (and, in cases where the related Serviced Loan has become a Specially Serviced Loan, the Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the related Serviced Loan remains a Specially Serviced Loan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2008, the Master Servicer shall at its own expense), a physical expense perform or cause to be performed an inspection of each Mortgaged Property relating to a Mortgage Loan (other than a the Mortgaged Property related to any Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve per calendar year (12) months and (ii) less than or, in the case of each Loan with an unpaid principal balance of under $2,000,000 at least 2,000,000, once every twenty-four (24) monthstwo years), in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in has not already done so during that period pursuant to the previous twelve (12) monthspreceding sentence. In addition, the Master Servicer will not be required with respect to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage each Specially Serviced Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after the Debt Service Coverage Ratio for such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanfalls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, andreimbursable first from Default Charges and then, to the extent not paid by the related Mortgagorsuch Default Charges are insufficient, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the related Mortgage Loan Seller, the Directing Certificateholder, the related Companion Loan Holder or any Controlling Holder, as applicable (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder or such Controlling Holder, as applicable), any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended September 2007, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially each Performing Serviced Loan Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within 45 days following the end of the subject quarter or 120 days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than any REO Property related to any Non-Serviced Mortgage Loan) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five copies (5or images in suitable electronic media) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby or obtained by it to the 17g-5 Information Provider pursuant Master Servicer within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Section 3.13(cany Performing Serviced Loan, and within 45 days after receipt by the Special Servicer or otherwise, as to any Specially Serviced Loan or REO Property (other than REO Property related to any Non-Serviced Loan). In addition, of any annual operating statements or rent rolls with respect to any Mortgaged Property (other than the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to Non-any Specially Serviced Loans) Loan or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
) shall, based upon such operating statements or rent rolls, prepare (i) Within forty-five (45) days after receipt of a quarterly operating statementor, if anypreviously prepared, commencing within forty-five (45update) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® related CMSA Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does delivercommencing March 31, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List)2008. The Master Servicer also shall deliver to the Directing Certificateholder (with respect in hard copy or electronic format, as requested) copies of all such rent rolls and operating statements. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within ten days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to Non-the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Serviced Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced LoansLoan and REO Property shall be maintained by the Special Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Directing Certificateholder, the related Companion Loan Holder (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder), any Certificateholder or, if the Trustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer (with respect to Specially Serviced Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property (other than with respect to the Mortgaged Property related to any Non-Serviced Loan) or REO Property (other than any REO Property related to any Non-Serviced Loan), the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Loan or REO Property) shall deliver prepare or make available copies update and forward to the Trustee (in electronic format) of each CREFC® Operating Statement Analysis Report andupon request), the Master Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer (with respect to CMSA NOI Adjustment Worksheets prepared by the Master Servicer), the Directing Certificateholder (if the Directing Certificateholder and the Special Servicer are not the same entity), the related Companion Loan Holder, upon requestits request (if the related Whole Loan is involved), a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate AdministratorTrustee and the Special Servicer) commencing March 31, 2008. If, with respect to any Serviced Loan (other than a Specially Serviced Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer, the Directing Certificateholder and the related Companion Loan Holder (if a Whole Loan is involved), the following reports (or data files relating to reports of the Master Servicer) with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and any REO PropertiesProperties for which it is responsible, providing the required information as of such Determination Date: (i) shall deliver or make available copies a CMSA Property File; (in electronic formatii) of each CREFC® NOI Adjustment Worksheet anda CMSA Special Servicer Loan File (which, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Serviced Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than the Houston Galleria Mortgaged Property) securing a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) 12 months and (ii) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 2007 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019March 2008); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months12 months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform, perform or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the TrustTrust Fund, and, and to the extent not paid by the related Mortgagor, Mortgagor reimbursed first from Penalty Charges (but with respect to the CenterPoint I Mortgage Loan, only from amounts available for such purpose under the CenterPoint I Intercreditor Agreement) actually received from the related Mortgagor and then from the Collection Certificate Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report it has knowledge or that is evident from the inspectionknowledge, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other partyother, to the Directing Certificateholder ((i) prior and, upon request, to the occurrence Trustee, the Paying Agent and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within the Rating Agencies within five (5) Business Days after request for copies (or if such request is received before such report is completed, within five (5) Business Days after completion of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, report). The Paying Agent shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder upon request and to each Holder of a Class A-3A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which such request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Special Servicer, in the case of any Specially Serviced Mortgage Loans, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each Mortgagor annual operating statements and rent rolls of the related Mortgaged Property, financial statements of such Mortgagor and any other reports required to be delivered under the terms of the Mortgage Loans (and each Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Mortgage Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days days of receipt, receipt and the Master Servicer and the Special Servicer, as applicable, Servicer each shall deliver or make available copies of all the foregoing items so collected thereby to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder and, upon request, to the Depositor and the Depositor, in electronic formateach other, in each case within sixty (60) 60 days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018June 30, 2006. Upon The Paying Agent shall, upon request, deliver copies (in hard copy, electronic format or make available on its internet website) of the request foregoing items to the Underwriters, the Trustee, the Rating Agencies, the Controlling Class Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate Registrar has confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Privileged Person each such report prepared by the Master Servicer or the Special Servicer. Within 105 calendar days after the end of each of the first three calendar quarters (other than in each year) for the NRSROs) to receive copies of such itemstrailing or quarterly information received, commencing in the quarter ending on June 30, 2006, the Master Servicer (in the case of the Mortgage Loans (other than the Houston Galleria Mortgage Loan) that are Non-Specially Mortgage Loans) or the Special Servicer (in the case of the Specially Serviced Mortgage Loans) shall deliver to the Paying Agent and the Directing Certificateholder, a CMSA Operating Statement Analysis Report and a CMSA Financial File for each Mortgage Loan (in electronic format), prepared using the normalized quarterly and year-end operating statements and rent rolls received from the related Mortgagor. Beginning in 2007 for year-end 2006, within 45 days after receipt by the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans) , or the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSROannual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, or if such date would be after June 30 of any year, then within 30 days after receipt, the Master Servicer shall, based upon such operating statements or rent rolls received, prepare (with respect to Non-Specially Serviced Loansor, if previously prepared, update) or the Special Servicer (with respect to Specially Serviced Loans analysis of operations and REO Loans) shall deliver copies the CMSA NOI Adjustment Worksheet and the CMSA Operating Statement Analysis Report. Upon the occurrence and continuation of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In additiona Servicing Transfer Event, the Master Servicer (with respect to Non-Specially Serviced Loans) or shall provide the Special Servicer with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets for the related Mortgage Loan (with respect to Specially Serviced Loans that are notincluding underwritten figures), and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, the Special Servicer's obligations hereunder shall prepare be subject to its having received all such reports. The Master Servicer and Special Servicer shall forward to the other and the Directing Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loanthe Houston Galleria Mortgaged Property) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans shall forward copies thereof and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revisionrevision thereof) to the Paying Agent (in electronic format only), the Directing Certificateholder (and with respect to a Companion Loan, to the related Companion Holder) and the Special Servicer. The Paying Agent shall, upon request and to the extent such items have been delivered to the Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the Certificate Registrar has confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder, the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the Houston Galleria Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CMSA Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance Date, beginning in May 2006, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Paying Agent the following reports and data files: (i) to the extent the Master Servicer has received the CMSA Special Servicer Loan File at the time required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date), (iii) the most recent CMSA Property File, and CMSA Comparative Financial Status Report (in each case incorporating the data required to be included in the CMSA Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA Servicer Watch List with information that is current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii) the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the reports required of the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports to the Paying Agent until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standards. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(h) Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Paying Agent and the Directing Certificateholder, making such statement, report or information available on the Master Servicer's or the Special Servicer's internet website, unless this Agreement expressly specifies a particular method of delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to as soon as practicable (but in any event not later than [___] days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (other than a Non-Serviced and, in cases where the related Mortgage Loan or has become a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such the related Mortgage Loan remains a Specially Serviced LoanMortgage Loan or if such Mortgaged Property becomes a REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 201[__], the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $[________], once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. Notwithstanding the two immediately preceding sentences, the Special Servicer with respect to any Mortgaged Property where the related Mortgage Loan is a Specially Serviced Mortgage Loan and/or any REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to such Mortgaged Property or REO Property falls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, reimbursable first from Default Charges and then to the extent not paid by the related Mortgagor, reimbursed first from Penalty such Default Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable insufficient out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within [___] days following the request (or, if later, within [___] days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended [____________], the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within [__] days following the end of the subject quarter or [__] days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days [__] days of receiptits receipt thereof. Within [__] days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Performing Loans, and within [__] days after receipt by the Special Servicer or otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any annual operating statements or rent rolls with respect to the related Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the related CREFC Operating Statement Analysis Report. The Special Servicer shall remit a copy of each CREFC Operating Statement Analysis Report prepared or updated by it (within [___] days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CREFC Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CREFC Operating Statement Analysis Reports relating to any Specially Serviced Mortgage Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, as applicableupon request, shall deliver or make available copies of all request from the foregoing items so collected Master Servicer (if necessary) and, to the Trusteeextent such items have been delivered to the Trustee by the Master Servicer, the Certificate Administrator, deliver to the Directing Certificateholder and any Certificateholder or, if the DepositorTrustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, in electronic formatany Certificate Owner, in each case within sixty a copy of such CREFC Operating Statement Analysis (60or update thereof) and, if requested, the related operating statement or rent rolls. Within [__] days of its receipt thereof, but in no event(or, in the case of annual statementsitems received from the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties, later than June 30 of each year commencing 2018. Upon [__] days) after receipt by the request Master Servicer of any Privileged Person quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (other than or the NRSROsSpecial Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall prepare or update and forward to receive copies of such itemsthe Trustee (upon request), the Master Servicer (with respect to Non-Specially Serviced Loans) or CREFC NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer upon its request (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, CREFC NOI Adjustment Worksheets prepared by the Master Servicer Servicer) and the Directing Certificateholder upon its request (with respect to Non-Specially Serviced Loans) or if the Directing Certificateholder and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of are not the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loanssame entity), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) CREFC NOI Adjustment Worksheet for such Mortgaged Property or REO Property as of the end of that calendar quarterProperty, providedtogether with, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon requestso requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Mortgage Loan (other than a Specially Serviced Companion Mortgage Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(c) Not later than [___] p.m. (New York City time) on the [___] Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Directing Certificateholder, the following reports (or data files relating to reports of the Master Servicer) with respect to the Specially Serviced Mortgage Loans and any REO Properties for which it is responsible, providing the required information as of such Determination Date: (i) a CREFC Property File; (ii) Within forty-five a CREFC Special Servicer Loan File (45which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name); and (iii) days after receipt of an annual operating statement the CREFC REO Status Report. In addition, the Special Servicer shall from time to time provide the Master Servicer with such information in the Special Servicer’s possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be requested by the Master Servicer and is reasonably necessary for the Master Servicer to prepare each report and any supplemental information required to be provided by the Master Servicer to the Trustee.
(d) Not later than [___] noon (New York City time) on the [___] Business Day following each Determination Date (or rent rolls with respect to the CREFC Loan Periodic Update File, not later than 2:00 p.m. (New York City time) on the [___] Business Day following each Determination Date), the Master Servicer shall prepare (if and to the extent any such information necessary) and deliver or cause to be delivered to the Trustee, the Special Servicer and the Directing Certificateholder (if the Directing Certificateholder is not the same entity as the Special Servicer), in a computer-readable medium downloadable by the Trustee, the Special Servicer and the Directing Certificateholder (or, in the case of the Trustee, at the Trustee’s written request, in a form of normalized year-end financial statements that have been based reasonably acceptable to the recipient, including on a minimum number loan-by-loan basis), each of months of operating results as recommended by CREFC® the files and reports listed in the instructions definition of “CREFC Investor Reporting Package” (other than the CREFC Bond Level File and the CREFC Collateral Summary File, which are prepared by the Trustee), providing the most recent information with respect to the CREFC® guidelinesMortgage Pool as of the related Determination Date (and which, in each case, if applicable, will identify each subject Mortgage Loan by loan number and property name). The Master Servicer may, but is not required to, make any of the reports or files comprising the CREFC Investor Reporting Package (other than the CREFC Bond Level File and the CREFC Collateral Summary File, which are prepared by the Trustee) for available each calendar year commencing within fortymonth on the Master Servicer’s website; provided that the Master Servicer shall e-five mail such reports or files to the Directing Certificateholder until the Master Servicer’s website is established. In connection with providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise (45subject to the preceding sentence) days of receipt of such annual operating statement for the calendar year ending December 31adopt reasonable rules and procedures, 2017which may include, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may arise therefrom.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Trustee and the Special Servicer the reports set forth in Section 3.12(d), in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the related Mortgage Loan documents Special Servicer pursuant to deliver Section 3.12(b) and does deliverSection 3.12(c). The Trustee may, or otherwise agrees absent manifest error, conclusively rely on the reports to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information or reports are, in preparing turn, based on information or reports to be provided by the CREFC® Comparative Financial Status ReportSpecial Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c).
(f) Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties or would constitute a waiver of the attorney-client privilege on behalf of the Trust. The Master Servicer (and the Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with respect to Non-Specially Serviced Loans) applicable law, the related loan documents and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (with respect without suggesting liability on the part of any other party hereto).
(g) The Depositor shall provide to Specially Serviced the Master Servicer and the Trustee the initial data (as of the respective Due Dates for the Mortgage Loans in [____________]or the most recent earlier date for which such data is available) contemplated by the CREFC Loan Setup File, the CREFC Loan Periodic Update File, the CREFC Operating Statement Analysis Report and REO Propertiesthe CREFC Property File. In addition, the Depositor shall cause the Mortgage Loan Seller to prepare (or cause to be prepared on its behalf) a CREFC Loan Set-Up File
(h) If the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provision of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Master Servicer’s internet website or the Trustee’s Website, unless this Agreement expressly specifies a particular method of delivery. Notwithstanding the foregoing, the Trustee may request delivery in paper format of any statement, report or information required to be delivered to the Trustee and clause (z) shall deliver or make available copies (in electronic format) not apply to the delivery of each CREFC® NOI Adjustment Worksheet and, upon request, any information required to be delivered to the related operating statements or rent rolls (in each case, promptly following Trustee unless the initial preparation and each material revisionTrustee consents to such delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), performed) a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Mortgaged Properties securing Non-Serviced Mortgage Loan Loans or a Specially Serviced LoanMortgage Loans) at such times and in such manner as are consistent with a Stated Principal Balance of (i) $2,000,000 or more the Servicing Standard, but in any event at least once every twelve (12) months and (ii) less two years or, if the related Mortgage Loan has a current balance of greater than $2,000,000 2,000,000, at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the year. The Master Servicer will not be required to perform, shall prepare (or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60prepared) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property evident from such inspection that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and such inspection that the Master Servicer or the Special Servicer, as the case may be, deems material, or (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Propertysuch inspection. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicableupon request, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available Trustee a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)written report.
(b) The Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for a Specially Serviced Mortgage Loan at such times and in such manner as are consistent with the Servicing Standard. If any Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as practicable (and in any event within 90 days thereafter) the Special Servicer shall perform (or cause to be performed) a physical inspection of each Mortgaged Property constituting collateral for such Mortgage Loan or Serviced Companion Loan. The Special Servicer shall prepare (or cause to be prepared) a written report of each such inspection detailing the condition of the Mortgaged Property and specifying the existence of (i) any vacancy in the Mortgaged Property evident from such inspection that the Special Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property evident from such inspection, (iii) any adverse change in the condition or value of the Mortgaged Property evident from such inspection that the Special Servicer deems material, or (iv) any waste committed on the Mortgaged Property evident from such inspection. The Special Servicer, in upon request, shall deliver to the case Trustee and the Master Servicer a copy of each such written report. The cost of any Specially Serviced Loan, and such inspection shall be an expense of the Trust Fund.
(c) The Master Servicer, in the case of any Mortgage Loan (other than Non-Serviced Mortgage Loans or Specially Serviced Loan Mortgage Loans), Serviced Companion Loan, or the Special Servicer, in the case of Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly and review from each related Mortgagor (other than a Mortgagor on any Credit Lease Loan) quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause make reasonable efforts to obtain quarterly and annual operating statements, budgets statements and rent rolls with respect to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparationProperty. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and 161 the Special Servicer, as applicableupon request, shall each deliver or make available copies of all the foregoing collected items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder other such party and the Depositor, in electronic format, Trustee in each case within sixty (60) ten days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Inspections; Collection of Financial Statements. (a) The Master Special Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each a Mortgaged Property relating to as soon as practicable (but in any event not later than [___] days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (other than a Non-Serviced and, in cases where the related Mortgage Loan or has become a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be required to perform, or cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect continue to perform or cause to be inspected performed a physical inspection of the related subject Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually at least once per calendar year thereafter for so long as such the related Mortgage Loan remains a Specially Serviced LoanMortgage Loan or if such Mortgaged Property becomes a REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2006, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $[________], once every two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. Notwithstanding the two immediately preceding sentences, the Special Servicer with respect to any Mortgaged Property where the related Mortgage Loan is a Specially Serviced Mortgage Loan and/or any REO Property shall inspect the related Mortgaged Property or REO Property immediately after the debt service coverage ratio with respect to such Mortgaged Property or REO Property falls below 1.0x. The cost costs of each such inspection incurred by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, reimbursable first from Default Charges and then to the extent not paid by the related Mortgagor, reimbursed first from Penalty such Default Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable insufficient out of general collections. To the extent such costs are to be reimbursed from general collections, such costs shall constitute an Additional Trust Fund Expense. The Master Servicer and the Special Servicer or the Master Servicer, as applicable, shall each prepare or cause to be prepared a written report of each such inspection detailing performed by it or on its behalf that sets forth in detail the condition of and any damage to the Mortgaged Property to and that specifies the extent evident from the inspection and specifying the occurrence or existence of of: (i) any vacancy at sale, transfer or abandonment of the Mortgaged Property that the preparer of such report has knowledge of and which the Master Servicer or the Special Servicer, as the case may be, deems materialis aware, (ii) any sale, transfer change in the condition or abandonment occupancy of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems in accordance with the Servicing Standard, is aware of and considers material, or (iviii) any visible material waste committed on the Mortgaged Property that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of which and considers material. Upon request of the preparer of such report has knowledge or that is evident from Trustee, the inspection and (v) photographs of each inspected Mortgaged Property. The Special Master Servicer and the Master Special Servicer shall promptly following preparation each deliver or make available to the Trustee a copy (or image in suitable electronic formatmedia) of each such written report prepared by it, in each case within [___] days following the request (or, if later, within [___] days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as the case may be, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall request from the Master Servicer or the Special Servicer, as the case may be, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as the case may be, deliver, upon request, to each of the Depositor, the Mortgage Loan Seller, the Directing Certificateholder, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Special Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).
(b) The Commencing with respect to the calendar quarter ended [____________], the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan each Performing Loan, shall make reasonable efforts to collect promptly and review (and, in any event, shall attempt to collect within [__] days following the end of the subject quarter or [__] days following the end of the subject year) from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is to the extent required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documentsMortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all such of the foregoing items so collected or obtained by it to the Master Servicer within five (5) Business Days [__] days of receiptits receipt thereof. Within [__] days after receipt by the Master Servicer from the related Mortgagors or otherwise, as to Performing Loans, and within [__] days after receipt by the Special Servicer or otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any annual operating statements or rent rolls with respect to the related Mortgaged Property or REO Property, the Master Servicer (or the Special Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the related CMSA Operating Statement Analysis Report. The Special Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (within [___] days following the initial preparation and each update thereof), together with, if so requested, the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer and the Trustee. All CMSA Operating Statement Analysis Reports relating to Performing Loans shall be maintained by the Master Servicer, and all CMSA Operating Statement Analysis Reports relating to any Specially Serviced Mortgage Loan and REO Property shall be maintained by the Special Servicer. The Trustee shall, as applicableupon request, shall deliver or make available copies of all request from the foregoing items so collected Master Servicer (if necessary) and, to the Trusteeextent such items have been delivered to the Trustee by the Master Servicer, the Certificate Administrator, deliver to the Directing Certificateholder and any Certificateholder or, if the DepositorTrustee has in accordance with Section 5.06 confirmed the Ownership Interest in the Certificates held thereby, in electronic formatany Certificate Owner, in each case within sixty a copy of such CMSA Operating Statement Analysis (60or update thereof) and, if requested, the related operating statement or rent rolls. Within [__] days of its receipt thereof, but in no event(or, in the case of annual statementsitems received from the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties, later than June 30 of each year commencing 2018. Upon [__] days) after receipt by the request Master Servicer of any Privileged Person quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (other than or the NRSROsSpecial Servicer, with respect to any Specially Serviced Mortgage Loan or REO Property) shall prepare or update and forward to receive copies of such itemsthe Trustee (upon request), the Master Servicer (with respect to Non-Specially Serviced Loans) or CMSA NOI Adjustment Worksheets prepared by the Special Servicer), the Special Servicer upon its request (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, CMSA NOI Adjustment Worksheets prepared by the Master Servicer Servicer) and the Directing Certificateholder upon its request (with respect to Non-Specially Serviced Loans) or if the Directing Certificateholder and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of are not the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c). In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loanssame entity), as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property as of the end of that calendar quarterProperty, providedtogether with, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon requestso requested, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) an electronic format reasonably acceptable to the Certificate Administrator, the Directing Certificateholder Trustee and the related Companion Holder (Special Servicer). If, with respect to any Mortgage Loan (other than a Specially Serviced Companion Mortgage Loan), the Special Servicer has any questions for the related Mortgagor based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Mortgagor.
(iic) Within forty-five Not later than [___] p.m. (45New York City time) days after receipt of an annual operating statement on the [___] Business Day following each Determination Date, the Special Servicer shall prepare and deliver or rent rolls (if and cause to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions be delivered to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing and the CREFC® Comparative Financial Status Report. The Directing Certificateholder, the following reports (or data files relating to reports of the Master Servicer (Servicer) with respect to Non-the Specially Serviced LoansMortgage Loans and any REO Properties for which it is responsible, providing the required information as of such Determination Date: (i) or the a CMSA Property File; (ii) a CMSA Special Servicer Loan File (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet andwhich, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation if applicable, will identify each Mortgage Loan by loan number and each material revisionproperty name); and (iii)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Inspections; Collection of Financial Statements. (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to at such times and in such manner as are consistent with the Servicing Standards, but in any event shall inspect each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) Note with a Stated Principal Balance of (ia) $2,000,000 or more at least once every twelve (12) 12 months and (iib) less than $2,000,000 at least once every twenty-four (24) 24 months, in each case, case commencing in the calendar year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2019)1997; provided, however, that if the Servicer has a physical inspection reasonable basis to believe that the Debt Service Coverage Ratio with respect to any Mortgaged Property has been performed decreased by 25% or more from the Special Servicer in Debt Service Coverage Ratio as of the previous twelve (12) monthsCut-off Date, the Master Servicer will not shall inspect the related Mortgaged Property as soon as practicable thereafter (the cost of which inspection shall be required to perform, or cause to be performed, such physical inspectionat the expense of the Trust Fund); provided, further, however, that if any scheduled payment becomes more than sixty (60) 60 days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loanthereafter. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collectionsTrust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy at in the Mortgaged Property that the preparer of such report has knowledge of and the Master Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspectionProperty, (iii) any adverse change in the condition of the Mortgaged Property of which that the preparer of such report has knowledge or that is evident from the inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible material waste committed on the Mortgaged Property of which Property, (v) a report setting forth the preparer of such report has knowledge or that is evident from the inspection three most recent years operating statements, and (vvi) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance Servicer within 40 days of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating Agencies) that are Privileged Personsits preparation. The Master Servicer shall deliver or make available to the Trustee, the Paying Agent, each Rating Agency, the Underwriters, the Placement Agents and each Holder of a Class [F], Class [G] and Class [H] Certificate, a copy of each such written report to that it prepared or received from the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice) (except, after Special Servicer within 20 days of its receipt from the occurrence and during Special Servicer or 60 days of its preparation by the continuance of a Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party)Servicer.
(b) The Special Servicer or Servicer, in the case of any Specially Serviced Loanas applicable, and the Master Servicer, in the case of any Non-Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements, financial statements, budgets statements and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents Mortgagor and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan)Loans, if delivery of such items is required pursuant to the terms of the related Mortgage Loan documentsMortgage. The Master Servicer and the Special Servicer or Servicer, as applicable, shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect promptly: (i) review all such items promptly following their preparationas may be collected and (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans. The Special Servicer shall deliver all such items copies of the collected items, and of the written reports prepared by the Special Servicer in respect thereof, to the Master Servicer, via diskette or other electronic transmission and by written report to follow, in each case within 20 days of its receipt or preparation, as applicable, but in no event less than annually by June 1st of each year. The Servicer within five (5) Business Days shall deliver copies of receiptthe collected items, and of the Master Servicer and written reports prepared in respect thereof or received from the Special Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate AdministratorPaying Agent, the Directing Certificateholder Rating Agencies, the Underwriters, the Placement Agents and the Depositoreach Holder of a Class [F], in Class [G] and Class [H] Certificate, via diskette or other electronic formattransmission and by written report to follow, in each case within sixty (60) 30 days of its receipt thereofor preparation, as applicable, but in no event, in the case of annual statements, later event less frequently than annually by June 30 30th of each year commencing 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon the request of any NRSRO, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c)year. In addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans that are notshall, and REO Properties that do not relate toupon written request, Non-Serviced Mortgage Loans), as applicable, shall prepare with respect deliver to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:
(i) Within forty-five (45) days after receipt Rating Agency copies of a any quarterly operating statement, if any, commencing within forty-five (45) days of receipt of such quarterly operating statement for the quarter ending September 30, 2017, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required statements received by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan)Servicer.
(ii) Within forty-five (45) days after receipt of an annual operating statement or rent rolls (if and to the extent any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2017, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
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Samples: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)