Common use of Maintenance of Insurance and Errors and Omissions and Fidelity Coverage Clause in Contracts

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

Appears in 9 contracts

Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

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Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property Properties of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the a Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property Properties or any Foreclosed PropertyProperties, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property Properties or any Foreclosed PropertyProperties, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xMoody’s, “A-“ by KBRA , “A(low)” by KBRA DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agency Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-A3” by Fitch Moody’s and “A(low)” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include S&Pthe other Rating Agency, DBRS, Morningstar S&P and/or KBRAFitch) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

Appears in 7 contracts

Samples: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9), Trust and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with Accepted Servicing Practices to cause to be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Mortgaged Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Mortgaged Loan Documents. The Servicer shall require Documents and to monitor the Borrower’s compliance with such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documentsrequirements. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance, in which case the Servicer will be required to make such payment from the Collection Account, which payment will be a Trust Fund Expense (except to the extent such expense is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Co-Lender Agreement). If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer (with respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement for a pro rata portion (based on the principal balances of the Notes) of such amount allocable to the Companion Loans from the Companion Loan Holders. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer has (subject and, prior to the occurrence and continuance of a Control Event, with the consent of any applicable Consenting Partythe Directing Certificateholder) has determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance failure is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Borrower is required to maintain with respect to such the Mortgaged Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance Advance would be a Nonrecoverable Advance (in which case Advance. If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer shall pay such amount (with respect to the Whole Loan when it is not a Specially Serviced Whole Loan) or Special Servicer (with respect to a Specially Serviced Whole Loan or Foreclosed Property) will be required, after receiving payment from amounts on deposit in the Collection Account as an expense allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use efforts consistent with Accepted Servicing Practices to exercise on behalf of the Trust)Trust the rights of the Trust under the Co-Lender Agreement to obtain reimbursement for a pro rata portion (based on the principal balances of the Notes) of such amount allocable to the Companion Loans from the Companion Loan Holders. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestinterest in the Foreclosed Property. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, ; provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Mortgaged Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Mortgaged Property or Foreclosed Property, if not borne by the Borrowerapplicable Loan Parties, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has with an insurance company with a claims-paying ability rated rating at least as follows by at least equal to one of the following credit rating agenciesfollowing: “A-” by Fitch, (a) “A-” by S&P, (b) “A-” by Fitch Ratings, Inc., (c) “A3” by Mxxxx’xXxxxx’x, (d) A-A(low)” by KBRA DBRS, Inc. or (e) A-:XA-:VIII” by A.M. Best Company, Inc., Company (or (ii) any such other insurance company rating as to which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administratorhas been obtained) covering the officers and employees of the Servicer Servicer’s or the Special Servicer’s, as applicable, officers and employees in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least be equal to the coverage that is required by the applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the The amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC in such form and amount as are consistent with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMCAccepted Servicing Practices. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to may self-insure directly or through its parent with respect to such risks so long as the rating on its long term debt obligations or deposits of the Servicer or the Special Servicer, as applicable (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is are rated at least “A-A3” by Fitch or, if not then rated by Fitch, rated either Xxxxx’x (x) no lower than an equivalent or such other rating by at least two other NRSROs (as to which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisRating Agency Confirmation has been obtained).

Appears in 7 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided that the commercially reasonable requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orS&P, if not then rated “A-” by Fitch, rated either (x) no lower than an equivalent rating “A3” by at least two other NRSROs (which may include S&PXxxxx’x, DBRS, Morningstar and/or KBRA) or (y) “A:-VIII” by A.M. Best CompanyBest, “A(low)” by DBRS, Inc., or “A-” or its equivalent by Xxxxx Bond Rating Agency, Inc. (if rated by Xxxxx Bond Rating Agency, Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 5 contracts

Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall shall, in accordance with the Servicing Standards, use its best efforts consistent with Accepted Servicing Practices to cause the Borrower Underlying Borrowers to maintain (or if for the Borrower fails to maintain such insuranceUnderlying Properties all insurance required by the terms of the Mortgage and the Mezzanine Loan Agreement in the amounts, with the terms and provisions, and from the insurers set forth therein. In carrying out the foregoing, the Servicer shall monitor the Underlying Borrowers' compliance with the Mortgage and the Mezzanine Loan Agreement, as applicable, and shall advise the Underlying Borrowers and the Issuer of any instance where the Servicer believes that the Underlying Borrowers are no longer in compliance with such insurance requirements. The Special Servicer shall also cause to be maintained on the Underlying Properties (after foreclosure on the Underlying Collateral) all such insurance, to the extent such insurance the same is then available at commercially reasonable rates and to maintaining such insurance would be in the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property interest of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, Holders in accordance with Accepted the Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11Standards. The cost of any such insurance with respect to a Foreclosed an Underlying Property shall will be payable out of amounts on deposit in the Foreclosed REO Property Account or shall be advanced Account. Pursuant to Section 7.6, any amounts collected by the Servicer as a Property Protection Advance unless or Special Servicer under any such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance policies (other than terrorism insuranceamounts to be applied to the restoration or repair of the Underlying Properties or property so acquired or amounts released to the applicable Underlying Borrower in accordance with the terms of the Mortgage, which the Mezzanine Loan Agreement, the Cash Management Agreement, the Mezzanine Cash Management Agreement, or the Servicing Standards) shall be maintained deposited in accordance with the Cash Management Agreement or the Mezzanine Cash Management Agreement, as applicable. Any costs (including third party costs as described in Section 7.2) incurred by the Servicer or Special Servicer pursuant to this Section shall be reimbursable to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, Servicer or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer pursuant to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable ratesSection 7.6. (cb) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this AgreementIndenture, a blanket fidelity bond and an errors and omissions insurance policy (policy, with the Trustee named as certificateholder or loss payee, as applicable, from (i) any insurer a provider that has a claims-paying ability is rated at least as follows Aa2 or an equivalent rating by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee NRSRO and the Certificate Administrator) covering the Servicer's and Special Servicer's officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d)Indenture. The amount of coverage shall be such as is commercially reasonable given the Servicer's and Special Servicer's role hereunder and at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the or Special Servicer if each the Servicer or Special Servicer were servicing and administering the Mortgage Loan Note Indebtedness and the Underlying Loans for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, Servicer shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, Coverage of the Servicer or the Special Servicer, as applicable, shall be required to obtain Servicer under a comparable replacement policy or bond or policy. In lieu obtained by an Affiliate of the foregoing, but subject to Servicer or Special Servicer and providing the coverage and continuing for the term required by this Section 3.11(d), 7.5 shall satisfy the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) requirements of this Section 7.5. No provision of this Section 3.11 7.5 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this AgreementIndenture. The Certificate Administrator on Promptly following the Trustee’s behalf shall be entitled to requestClosing Date, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the or Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, Trustee a certificate of insurance from the surety and surety, insurer certifying that such or insurance is in full force and effectbroker. The Certificate Administrator Servicer shall make promptly provide notice to the Trustee of any cancellation, termination, expiration, reduction in amount of, or material change (other than an increase) in, coverage under any such certificate fidelity bond or policy of errors and omissions insurance. (c) Any right of the Issuer to approve or withhold approval of adjustments or settlements of claims under insurance available to policies described in the requesting Trust Interest Owner on a confidential basisfirst sentence of Section 7.5(a) shall be exercised by the Servicer.

Appears in 4 contracts

Samples: Indenture and Servicing Agreement (Gotham Golf Corp), Indenture and Servicing Agreement (Gotham Golf Corp), Indenture and Servicing Agreement (Gotham Golf Corp)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower Borrowers to maintain (or if the Borrower fails Borrowers fail to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the each Property of the types and in the amounts required to be maintained by the Borrower Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Borrowers to be in default with respect to the failure of the Borrower Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the a Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower Borrowers shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is Borrowers are required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a Trustee as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders Holder(s) has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee Back-Up Advancing Agent (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property Properties or any Foreclosed PropertyProperties, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the any particular Property or Foreclosed Property, if not borne by the BorrowerBorrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xMoody’s, “A-” by KBRA KBRA, “A(low)” by Morningstar DBRS or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agency Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A3” by Moody’s and at least “A-” by Fitch KBRA or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRAthe other Rating Agency) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Benchmark 2024-V10 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower Borrowers to maintain (or if the Borrower fails Borrowers fail to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the each Property of the types and in the amounts required to be maintained by the Borrower Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Borrowers to be in default with respect to the failure of the Borrower Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the any Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the related Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is Borrowers are required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders Holder(s) has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property Properties or Foreclosed PropertyProperties, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the any particular Property or Foreclosed Property, if not borne by the BorrowerBorrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xXxxxx’x, “A-” by KBRA KBRA, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agency Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(dSection3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-A3” by Fitch Xxxxx’x and “A(low)” or its equivalent by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRAthe other Rating Agency) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfbehalf (with a copy to the Operating Advisor), a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy (from (i) any insurer whose claims-paying ability is rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Xxxxx’x, “A-” by KBRA, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof. In determining whether the failure to maintain any terrorism insurance would qualify as an Acceptable Insurance Default, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism may hire an insurance premiums than the Borrower consultant, which shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust), and shall be entitled to rely on such insurance consultant in making such determination. (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Trust Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from rated no lower than “A-” by S&P (ior, if not so rated, an equivalent (or higher) any insurer that has a claims-paying ability rated at least as follows rating by at least one of the following credit other nationally recognized insurance rating agencies: agency, which may include A-A-:VIIIby Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” better by A.M. Best Company, Inc., or (ii) any other insurance company which does not result as otherwise acceptable to S&P and KBRA as confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation)), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the its directors, officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-” by Fitch or, S&P or its equivalent by KBRA (if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Borrower to maintain Loan Borrowers (or if the Borrower fails Loan Borrowers fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property Properties of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Borrower Loan Documents) by the Loan Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Loan Borrowers to be in default with respect to the failure of the Borrower Loan Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower Loan Borrowers would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is Loan Borrowers are required to maintain with respect to such Property the Properties referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property Properties or any Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property Properties or any Foreclosed Property, if not borne by the BorrowerLoan Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) A:VIIIA3” by A.M. Best Company, Inc.Mxxxx’x. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if (i) the Special Servicer (subject to the consent of the Controlling Class Representative during any applicable Consenting PartySubordinate Control Period) has determined, in accordance with Accepted Servicing Practices, determined that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on the date thereof, (ii) such dateinsurance is not available, or (iiiii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultis not available at commercially reasonable rates and such hazard is not at that time commonly insured against by owners of similar properties in the vicinity of the Property. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, ; and, accordingly, prior to the Property becoming a Foreclosed REO Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed any REO Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a Foreclosed any REO Property shall be payable out of amounts on deposit in the Foreclosed Property REO Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance Advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any Foreclosed REO Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed the REO Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed REO Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in into the Collection Account out of its own funds all sums that would have been deposited therein into the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-an insurance company whose claims paying ability is rated at least as follows by at least one of the following credit rating agencies: (a) “A-” by Fitch, S&P and (b) an equivalent rating by (1) at least two other NRSROs (which may include S&P) or (2) one other NRSRO (which may include S&P) and A-A:Xby S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by from A.M. Best Company, Inc.), or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by either of the Rating Agency Agencies to any Class of Certificates, as evidenced by a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) ), covering the directors, officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both Each of the Servicer and the Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts rating is rated at least “A-” by Fitch S&P (or, if not then rated by FitchS&P, rated either (x) no lower than at least an equivalent rating by at least two other NRSROs (which may include S&Panother NRSRO, DBRS, Morningstar and/or KBRA) or (y) rated no lower than A:VIIIA-:VIII” by A.M. Best Company, Inc.). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders Holder(s) has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xXxxxx’x, “A-” by KBRA KBRA, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agency Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(dSection3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-A3” by Fitch Moody’s and “A(low)” or its equivalent by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include S&Pthe other Rating Agency, DBRS, Morningstar S&P and/or KBRAFitch) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (aSection 3.11(a) of this Section 3.11or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.113.11(a)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11Sections 3.11(a) and (b). The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated at least as follows ratings of no lower than A-” by at least one of the following credit rating agencies: S&P, “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xXxxxx’x, “A-A(low)” by KBRA DBRS or “A-:XA-:VIII” by A.M. Best Company, Inc., Company (or (ii) any such other insurance company rating as to which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administratorhas been obtained) (or, if not so rated, an equivalent (or higher) rating by at least one other NRSRO (which may include KBRA), or as otherwise confirmed in a Rating Agency Confirmation), covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-” by Fitch S&P (or, if not then rated by Fitchso rated, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.as otherwise acceptable to S&P as confirmed in a Rating Agency Confirmation). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orS&P, if not then rated “A3” by Xxxxx’x or “A-” by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orStandard & Poor’s Ratings Services, if not then rated a Standard & Poor’s Ratings Services, “A-” by Fitch, rated either (x) no lower than an equivalent rating “A3” by at least two other NRSROs (which may include S&PMoody’s, DBRS, Morningstar and/or KBRA) or (y) “A:-VIII” by A.M. Best CompanyBest, “A(low)” by DBRS, Inc., or “A-“ or its equivalent by Xxxxx Bond Rating Agency, Inc. (if rated by Xxxxx Bond Rating Agency, Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof. In determining whether the failure to maintain any terrorism insurance would qualify as an Acceptable Insurance Default, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism may hire an insurance premiums than the Borrower consultant, which shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust), and shall be entitled to rely on such insurance consultant in making such determination. (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Trust Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from rated no lower than “A-” by S&P (ior, if not so rated, an equivalent (or higher) any insurer that has a claims-paying ability rated at least as follows rating by at least one of the following credit other nationally recognized insurance rating agencies: agency, which may include A-A-:VIIIby Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” better by A.M. Best Company, Inc., or (ii) any other insurance company which does not result as otherwise acceptable to S&P and KBRA as confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation)), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-” by Fitch or, S&P or its equivalent by KBRA (if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated ratings at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, equal to “A3” by Mxxxx’x, “A-” Xxxxx’x and its equivalent by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification Morningstar (if applicablethen rated by Morningstar) (or withdrawal of the ratings then assigned by the Rating Agency such other rating as to any Class of Certificates, as evidenced by which a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) has been obtained), covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least at least “A-A3” by Fitch or, Xxxxx’x or at least its equivalent rating by Morningstar (if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.Morningstar). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The ; provided that the Servicer shall require such not permit insurance policies required under the Loan Documents to be issued with a carrier having a rating below “A” by insurers satisfying S&P (or with respect to “Equipment Breakdown”, if the requirements of carrier is not rated by S&P, a rating below “A:X” in the Mortgage Loan Documentsthen current Best’s Insurance Reports), unless a Rating Agency Confirmation is obtained from S&P with respect to such carrier. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated at least as follows by at least one ratings of the following credit rating agencies: no lower than “A-” by FitchS&P or, “A-” by S&Pif not so rated, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result as otherwise acceptable to S&P as confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-” by Fitch S&P (or, if not then rated by Fitchso rated, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.as otherwise acceptable to S&P as confirmed in a Rating Agency Confirmation). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4), Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such the Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having has an insurable interest and subject to the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated ratings at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, equal to “A3” by Mxxxx’x, “A-” by KBRA Xxxxx’x (or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result as otherwise confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-A3” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.Xxxxx’x. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (Benchmark 2019-B12 Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such the Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having has an insurable interest and subject to the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated ratings at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, equal to “A3” by Mxxxx’x, “A-” by KBRA Xxxxx’x (or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result as otherwise confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-A3” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.Moody’s. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated rating at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, equal to “A3” by Mxxxx’x, “A-” Xxxxx’x and its equivalent by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification Morningstar (if applicablethen rated by Morningstar) (or withdrawal of the ratings then assigned by the Rating Agency such other rating as to any Class of Certificates, as evidenced by which a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administratorhas been obtained) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its long term debt obligations or deposits of the Servicer or Special Servicer, as applicable (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is rated at least “A-A3” by Fitch or, Xxxxx’x or at least its equivalent rating by Morningstar (if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.Morningstar). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Borrower to maintain Loan Borrowers (or if the Borrower fails Loan Borrowers fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property Properties of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Borrower Loan Documents) by the Loan Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Loan Borrowers to be in default with respect to the failure of the Borrower Loan Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower Loan Borrowers would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is Loan Borrowers are required to maintain with respect to such Property the Properties referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property Properties or any Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property Properties or any Foreclosed Property, if not borne by the BorrowerLoan Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt rating is rated no lower than “A-” by S&P or deposit accounts is at least no lower than “A-” by Fitch or, (or if not then rated by Fitch, rated either an equivalent (xor higher) rating by two other nationally recognized statistical rating organizations or otherwise acceptable to Fitch as confirmed by receipt of a Rating Agency Confirmation from Fitch) or no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) A:VIIIA3” by A.M. Best Company, Inc.Xxxxx’x. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to for each Mortgaged Property all insurance required by the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property terms of the types and each Mortgage in the amounts required to be maintained by the Borrower under the Mortgage Loan Documentsset forth therein. The Servicer shall require also cause all such insurance policies to be issued maintained on any Foreclosed Property. Pursuant to Section 3.04, any amounts collected by insurers satisfying the requirements Servicer under any such policies (other than amounts to be applied to the restoration or repair of the Mortgage Loan Documentsrelated Mortgaged Property or Foreclosed Property or amounts released to the related Mortgagor in accordance with the terms of the related Mortgage) shall be deposited in the Central Account (or the Servicer Collection Account, in the case of amounts collected under policies covering Foreclosed Property). The cost of any such All costs for premiums for insurance maintained coverage obtained by the Servicer shall be advanced by reimbursable to the Servicer, Servicer as a Property Protection Advance unless it would be a Nonrecoverable Carrying Costs Advance. Neither All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to the Trustee and to the Servicer nor for the Special Servicer shall be required to maintainbenefit of the Trustee, and shall not cause the Borrower to be provide for at least 30 days' prior written notice of any cancellation, reduction in default with respect amount or material change in coverage to the failure Trustee and the Servicer. The Servicer shall not interfere with the Mortgagors' freedom of the Borrower to obtainchoice in selecting either its insurance carrier or agent; provided, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practiceshowever, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicerpermitted by applicable State law, as applicable, from maintaining the Servicer shall not accept any such insurance if policies from insurance companies unless such companies, at the costs time of doing so selection of such companies and at the time of renewal of such insurance policies, are paid as an expense of acceptable under Accepted Servicing Practices and the Trust)Mortgages. Nothing in this Section shall be deemed to require the Servicer to make a Nonrecoverable Advance. (b) The Special Servicer, consistent In the event that the Servicer shall obtain and maintain a blanket policy insuring against hazard losses on all of the Mortgaged Properties with Accepted Servicing Practices an insurer (i) that is rated by A.M Best Company A+:X or higher and (ii) (A) the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) claims paying ability of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced which has been rated at least "AA" by the Rating Agency or (B) the use of which would not, in and of itself, cause a downgrade, qualification or withdrawal of the then current ratings assigned to any Class of Regular Certificates, the Servicer shall conclusively be deemed to have satisfied its obligations as set forth in Section 3.06(a), it being understood and agreed that such policy may contain a Property Protection Advance unless such advance would be a Nonrecoverable Advance (deductible clause, in which case the Servicer shall, in the event a policy complying with Section 3.06(a) shall pay not have been maintained on the related Mortgaged Property and a loss shall occur that would have been covered by such amount from policy, deposit in the Servicer Collection Account as an expense out of its own funds the amount not otherwise payable under the blanket policy because such deductible clause is in excess of the Trustdeductible clause contained in a policy obtained under Section 3.06(a). Any such insurance (other than terrorism insurance, which deposit by the Servicer shall be maintained to made on the extent required under subsection (a) of this Section 3.11) that is Servicer Advance Date preceding the Distribution Date upon which the proceeds represented by such deposit are required to be maintained distributed to Certificateholders. In connection with respect its activities as administrator and servicer of the Mortgage Loan, the Servicer agrees to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trusteepresent, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advanceitself, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make and Certificateholders, claims under any such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable ratesblanket policy. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property(or, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each subsidiary of the Servicer and the Special Servicer is acting as Sub-Servicer, such Sub-Servicer) shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the its officers and employees of the Servicer or the Special Servicer, as applicable, and other persons acting on its behalf in connection with its activities under this Agreement. Each such Such insurance policy shall protect be maintained with an insurer (A) the Servicer claims paying ability of which has been rated at least "AA" by the Rating Agency or (B) the Special Serviceruse of which would not, as applicablein and of itself, against losses resulting directly from forgerycause a downgrade, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage qualification or withdrawal of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements then current ratings assigned to any Class of this Section 3.11(d)Regular Certificates. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC FHLMC, whichever is greater, with respect to the Servicer and or the Special Sub-Servicer if each the Servicer or the Sub-Servicer were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved in addition to other mortgage loans then being serviced and administered by FNMA or FHLMCthe Servicer. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both Coverage of the Servicer under a policy or bond that is obtained by an Affiliate of the Servicer and Special Servicer that provides the coverage and continues for the term required by this Section shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting satisfy the requirements set forth above in of this Section 3.11(d)Section. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, upon its reasonable request, a certificate of insurance from the surety surety, insurer or insurance broker and insurer certifying Servicer covenants that such insurance is in full force and effect. The Certificate Administrator shall make it will not terminate or materially modify any such certificate of insurance available bond or policy without 30 days' prior written notice to the requesting Trust Interest Owner on a confidential basisTrustee. Notwithstanding the foregoing, the Servicer shall be entitled to provide self insurance with respect to its obligation to maintain the blanket fidelity bond and, only so long as the long-term unsecured debt obligations of the Servicer are rated at least "AA" by the Rating Agency, the Servicer shall be entitled to provide self-insurance with respect to its obligation to maintain an errors and omissions insurance policy.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Mills Corp)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided that the commercially reasonable requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orS&P, if not then rated “A-” by Fitch, rated either (x) no lower than an equivalent rating “A3” by at least two other NRSROs (which may include S&PMxxxx’x, DBRS, Morningstar and/or KBRA) or (y) “A:-VIII” by A.M. Best CompanyBest, “A(low)” by DBRS, Inc., or “A-” or its equivalent by Kxxxx Bond Rating Agency, Inc. (if rated by Kxxxx Bond Rating Agency, Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided that the commercially reasonable requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and or Special Servicer, as applicable, if the Servicer or Special Servicer if each Servicer, as applicable, were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both Each of the Servicer and Special Servicer shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orS&P, if not then rated “A-” by Fitch, rated either (x) no lower than an equivalent rating “A3” by at least two other NRSROs (which may include S&PMxxxx’x, DBRS, Morningstar and/or KBRA) or (y) A:VIIIA-:VIII” by A.M. Best CompanyBest, “A(low)” by DBRS, Inc., or “A-” or its equivalent by Kxxxx Bond Rating Agency, LLC (if rated by Kxxxx Bond Rating Agency, LLC) (or such other rating as to which a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)

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Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails fail to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders Holder(s) has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xMoody’s, “A-” by KBRA KBRA, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agency Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(dSection3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-A3” by Fitch Moody’s and “A(low)” by DBRS Morningstar or, if not then rated by Fitcha particular Rating Agency, rated either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include S&Pthe other Rating Agency, DBRS, Morningstar S&P and/or KBRAFitch) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy (from (i) any insurer whose claims-paying ability is rated at least as follows by at least one of the following credit rating agencies: “A” by Fitch, “A-” by S&P, “A3” by Moody’s, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if (i) the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, determined that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on the date thereof, (ii) such dateinsurance is not available, or (iiiii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultis not available at commercially reasonable rates and such hazard is not at that time commonly insured against by owners of similar properties in the vicinity of the Property. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed any REO Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a Foreclosed any REO Property shall be payable out of amounts on deposit in the Foreclosed Property REO Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any Foreclosed REO Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed the REO Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed REO Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in into the Collection Account out of its own funds all sums that would have been deposited therein into the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, no lower than “A3” by Mxxxx’x, Mxxxx’x and no lower than “A-” by KBRA (or, if not rated by KBRA, an equivalent (or “A-:X” higher) rating by A.M. Best Company, Inc., two other nationally recognized statistical rating agencies or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency otherwise acceptable to any Class of CertificatesKBRA, as evidenced confirmed by receipt of Rating Agency Confirmation provided to each of the Trustee from KBRA)), covering its directors, officers, employees and the Certificate Administrator) covering the officers and employees any other Persons acting on behalf of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both Each of the Servicer and the Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts rating is at least rated no lower than “A3” by Mxxxx’x and no lower than “A-” by Fitch KBRA (or, if not then rated by FitchKBRA, rated either (x) no lower than an equivalent (or higher) rating by at least two other NRSROs (which may include S&Pnationally recognized statistical rating agencies or otherwise acceptable to KBRA, DBRS, Morningstar and/or as confirmed by receipt of Rating Agency Confirmation from KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Borrower to maintain Loan Borrowers (or if the Borrower fails Loan Borrowers fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property Properties of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Borrower Loan Documents) by the Loan Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Loan Borrowers to be in default with respect to the failure of the Borrower Loan Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower Loan Borrowers would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is Loan Borrowers are required to maintain with respect to such Property the Properties referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property Properties or any Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property Properties or any Foreclosed Property, if not borne by the BorrowerLoan Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) A:VIIIA3” by A.M. Best Company, Inc.Xxxxx’x. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2016-C5 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) A:VIIIA3” by A.M. Best Company, Inc.Mxxxx’x or the equivalent by KBRA. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2015-Gs1)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orS&P, if not then rated “A-” by Fitch, rated either (x) no lower than an equivalent rating “A3” by at least two other NRSROs (which may include S&PXxxxx’x, DBRS, Morningstar and/or KBRA) or (y) “A:-VIII” by A.M. Best CompanyBest, “A(low)” by DBRS, Inc., or “A-” or its equivalent by Xxxxx Bond Rating Agency, Inc. (if rated by Xxxxx Bond Rating Agency, Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability rated at least as follows by at least one ratings of the following credit rating agencies: no lower than “A-” by FitchS&P or, “A-” by S&Pif not so rated, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result as otherwise acceptable to S&P as confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.ultimate

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent with Accepted Servicing Practices to cause to be maintained by the Borrower to maintain Borrowers (or if the Borrower fails Borrowers fail to maintain such insuranceinsurance in accordance with the Mortgage Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property Properties of the types and in the amounts required to be maintained by the Borrower Borrowers under the Mortgage Loan Documents. The Servicer shall require Documents and to monitor the Borrower’s compliance with such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documentsrequirements. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Borrowers to be in default with respect to the failure of the Borrower Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer has (subject and, prior to the occurrence and continuance of a Control Event, with the consent of any applicable Consenting Partythe Directing Certificateholder) has determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance failure is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is Borrowers are required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.11or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance Advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestinterest in the Foreclosed Property. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, ; provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrowerapplicable Loan Parties, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has with an insurance company with a claims-paying ability rated rating at least as follows by at least one of the following credit rating agencies: equal to (a) A-A3” by FitchMoody’s, (b) “A-” by S&P, (c) A3A (low)” by Mxxxx’xDBRS (or, “A-if not rated by DBRS, an equivalent (or higher) rating by at least two other rating agencies (which may include Fitch and S&P) or, if not so rated, as otherwise acceptable to DBRS as confirmed in a Rating Agency Confirmation), (d)”A-” by KBRA Fitch, or (e) “A-:X” by A.M. Best Company, Inc., (or (ii) any such other insurance company rating as to which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administratorhas been obtained) covering the its officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this AgreementAgreement or such other rating as to which a Rating Agency Confirmation has been obtained. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered personsPersons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its long term debt obligations of the Servicer or Special Servicer, as applicable (or its immediate or remote parent) is rated at least “A2” or its equivalent by Moody’s) long-term unsecured debt or deposit accounts is , at least “A-” or its equivalent by Fitch S&P and at least “A” by DBRS (or, if not then rated by FitchDBRS, rated either (x) no lower than an equivalent (or higher) rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisNRSROs).

Appears in 1 contract

Samples: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure subject to make such AdvanceSection 7.5) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: no lower than “A-” by S&P and by Fitch), “A-” by S&Pcovering its directors, “A3” by Mxxxx’xofficers, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any employees and other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees Persons acting on behalf of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-” by Fitch or, if not then rated S&P and by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 1 contract

Samples: Trust and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use reasonable efforts consistent to cause each Borrower to maintain, or cause the related Tenant pursuant to the terms of its Lease to maintain, for each Mortgaged Property all insurance required by the terms of the Mortgage in the amounts set forth therein and with insurers of the credit quality set forth therein. To the extent that the Borrowers nevertheless fail to maintain any hazard insurance, including flood insurance that the Borrowers are required to maintain, or in the event that any Mortgaged Property is converted into a Foreclosed Property, the Servicer, on behalf of the Trustee as Mortgagee, shall maintain for each Mortgaged Property all insurance required by the terms of the Mortgage in the amounts set forth therein to the extent such insurance is obtainable, unless the expense therefor would constitute a Nonrecoverable Advance. Any amounts collected by the Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property in accordance with the terms of the Mortgage) shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 3.3(e). The cost of any insurance provided pursuant to this section shall be a Servicing Advance, which shall be recoverable by the Servicer or the Trustee as a Servicing Advance pursuant to Section 3.3(e)(iv). The Servicer may reasonably rely on the information required in Section 5 of the Mortgage and may reasonably assume that each Mortgaged Property contains the average square footage and construction type as specified. Unless and to the extent the Servicer has reason to believe such information may be incorrect, the Servicer may use such information in its assessment of the adequacy of the insurance provided by the tenants and by the Borrowers using an appropriate estimator for insurance or other reasonable means of determining the adequacy of insurance. Any determination made by the Servicer pursuant to the foregoing two sentences shall be deemed to be made in accordance with Accepted Servicing Practices and the amount covered by any policy approved based on such determination shall be deemed to cause comply with this Section 3.5(a). (b) In the Borrower event that the Servicer shall obtain and maintain any policy of insurance pursuant to maintain (or Section 3.5(a), such policy may contain a deductible clause, provided that if there is a loss which would have been covered by a policy complying with Section 3.5(a) hereof, the Borrower Servicer shall deposit in the Distribution Account the lesser of the amount by which the cost of repair exceeds available insurance proceeds and the amount not otherwise payable under the policy obtained and maintained by the Servicer because of such deductible clause to the extent such deductible exceeds the deductible under a policy which would have been maintained pursuant to Section 3.5(a) hereof. Any such deposit by the Servicer shall be made on the Servicer Advance Date next preceding the Distribution Date upon which the proceeds represented by such deposit are required to be distributed to Certificateholders. In connection with its activities as administrator and servicer of the Mortgage Loan, the Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders, claims under any such policy. If the Servicer fails to obtain and maintain any insurance required to be obtained and maintained by it pursuant to Section 3.5(a) hereof, then in the event of a loss which would have been covered by such insurance, the Servicer shall cause to restore the Mortgaged Property affected by such loss at its own cost and expense and the cost of such restoration shall not constitute a Servicing Advance or otherwise be maintained recoverable from the Trust to the extent that such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts cost would have been recoverable under a policy required to be obtained and maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (iiSection 3.5(a) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rateshereof. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the Servicer's officers and employees and other persons acting on behalf of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMCa prudent institutional commercial loan lender of its servicers. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both Coverage of the Servicer under a policy or bond obtained by an Affiliate of the Servicer and Special providing the coverage required by this Section shall satisfy the requirements of this Section. Notwithstanding the foregoing, the Servicer shall be required entitled to use reasonable efforts provide self-insurance or insurance through its Affiliate with respect to cause each and every sub-servicer, if any, its obligation to maintain a the blanket fidelity bond and bond, and, so long as the long term unsecured debt obligations of the Servicer or such Affiliate are rated at least "A" by the Rating Agency (or such self-insurance by the Servicer or such Affiliate is otherwise acceptable to the Rating Agency), the Servicer shall be entitled to provide self-insurance or insurance through its Affiliate with respect to its obligation to secure an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Kranzco Realty Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and any Companion Loan Holder, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (aSection 3.11(a) of this Section 3.11or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.113.11(a)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11Sections 3.11(a) and (b). The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from with an insurance company that has claims paying rating at least equal to (i) any insurer that has a claims-paying ability rated at least as follows “A-” by at least one of the following credit rating agencies: S&P, (ii) “A-” by Fitch, (iii) “A-” by S&P, “A3” by Mxxxx’x, “A-” or its equivalent by KBRA or (if then rated by KBRA), (iv) A-:XA-:VIII” by A.M. Best Company, Inc., Company or (ii) any v)“A3” by Xxxxx’x (or such other insurance company rating as to which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by a Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) has been obtained), covering the its directors, officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its it (or its immediate or remote ultimate parent’s) long-term unsecured debt or deposit accounts is rated at least “A-” by Fitch (or, if not then rated by Fitchso rated, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.as otherwise acceptable to Fitch as confirmed in a Rating Agency Confirmation). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Bank 2020-Bnk26)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’xXxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

Appears in 1 contract

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall shall, in accordance with the Servicing Standards, use its best efforts consistent with Accepted Servicing Practices to cause the Borrower Property Owners to maintain (or if for each Mortgaged Property all insurance required by the Borrower fails terms of the Mortgage in the amounts, with the terms and provisions, and from the insurers set forth therein. If the Property Owners fail to maintain such insurancethe insurance policies required by the Mortgage, the Servicer shall, in accordance with the Servicing Standards, obtain (subject to provisions of this Indenture concerning Nonrecoverable Advances) such required insurance policies (which may be through the Servicer's master force-placed insurance policy), which policies shall cause be issued by insurance companies which (i) meet the ratings requirements set forth in the Mortgage or (ii) are subject to be maintained a Rating Agency Confirmation, to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageeassignee of the Mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained interest (as determined by the Borrower under Servicer in accordance with the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan DocumentsServicing Standards). The cost (including any deductible relating to such insurance) of such required insurance policies (or, in the case of the Servicer's master force-placed policy, the incremental cost (including any related deductible) of such insurance maintained related to the specific Mortgaged Property) shall be paid by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither In carrying out the foregoing, the Servicer nor shall monitor the Property Owners' compliance with the requirements of Article 13 of the Mortgage and shall advise the Property Owners and the Issuer of any instance where the Servicer believes that the Property Owners are no longer in compliance with Article 13 of the Mortgage. The Special Servicer shall be required to maintain, and shall not also cause the Borrower to be in default with respect to the failure of the Borrower to obtainmaintained on each Mortgaged Property after it becomes a Foreclosed Property all such insurance, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if same is then available at commercially reasonable rates and maintaining such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit in the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense interest of the Trust). (b) The Special Servicer, consistent Holders in accordance with Accepted the Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11Standards. The cost of any such insurance with respect to a Foreclosed Property shall will be payable out of amounts on deposit in the Foreclosed REO Property Account or shall will be advanced absent (in the case of an Advance) a determination of non-recoverability pursuant to Section 7.17, by the Servicer at the request of the Special Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case Advance. Pursuant to Section 7.6, any amounts collected by the Servicer shall pay or Special Servicer under any such amount from the Collection Account as an expense of the Trust). Any such insurance policies (other than terrorism insuranceamounts to be applied to the restoration or repair of a Mortgaged Property or property so acquired or amounts released to the applicable Property Owner in accordance with the terms of the Mortgage, which the Cash Management Agreement or the Servicing Standards) shall be maintained deposited in accordance with the Cash Management Agreement in the applicable Reserve Account, subject to withdrawal pursuant to Section 7.6. Any costs (including third party costs as described in Section 7.2) incurred by the Servicer or Special Servicer pursuant to this Section shall be reimbursable to the extent required under subsection (a) of Servicer or Special Servicer pursuant to Section 7.6. Nothing in this Section 3.11) that is required shall be deemed to be maintained with respect to any Foreclosed Property shall only be so required to require the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, Servicer or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A-” by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Vornado Realty Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to cause be maintained by the Borrower to maintain (or if the Borrower fails to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the TrusteeTrustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to and, during any Subordinate Control Period, the consent of any applicable Consenting Party) has Directing Holder, have determined, in accordance with Accepted Servicing Practiceson an annual basis, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultdate thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a any Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)) that is required to be maintained with respect to any a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertained pertains to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer rated by an insurance company that has a claims-claims paying ability ratings of no lower than “A(low)” by DBRS (or, if not rated at least as follows by DBRS, an equivalent (or higher) rating by at least one of the following credit other nationally recognized insurance rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc.agency, or (ii) any other insurance company which does not result as otherwise confirmed in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the a Rating Agency to any Class of CertificatesConfirmation)), as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicerits directors, officers, employees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts consistent with Accepted Servicing Practices to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its long term debt obligations or deposits of the Servicer or Special Servicer, as applicable (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is rated at least “A-A(low)” by Fitch DBRS (or, if not then rated by FitchDBRS, rated either (x) no lower than an then the equivalent rating by at least two other NRSROs NRSROs) (or such other rating as to which may include S&P, DBRS, Morningstar and/or KBRA) or (y) “A:VIII” by A.M. Best Company, Inc.a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basisCertificateholder.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to cause to be maintained by the Loan Borrower to maintain (or if the Loan Borrower fails fail to maintain such insuranceinsurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgageemortgagee of record, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable AdvanceAdvance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holders pursuant to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Loan Borrower to be in default with respect to the failure of the Loan Borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices, that (i) such is entitled to rely on the opinion of an insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Defaultconsultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Loan Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each the Foreclosed Property as the Loan Borrower is required to maintain with respect to such the Property referred to in subsection (a) of this Section 3.113.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to a the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust)Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any the Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interestrates. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case may be, be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne by the Loan Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability policy, the issuer of which is rated at least as follows by at least one of no lower than the following credit rating agencies: “A-” by Fitchapplicable Qualified Insurer Ratings, “A-” by S&Pcovering its directors, “A3” by Mxxxx’x, “A-” by KBRA or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by the Rating Agency to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Serviceremployees, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer Each shall be required to use reasonable efforts effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policydescribed above. In lieu of the foregoing, but subject to this Section 3.11(d)3.11, the Servicer and the Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote ultimate parent’s) long-long term unsecured debt or deposit accounts rating is at least rated no lower than “A-” by Fitch orS&P, if not then rated “A-” by Fitch, rated either (x) no lower than an equivalent rating “A3” by at least two other NRSROs (which may include S&PXxxxx’x, DBRS, Morningstar and/or KBRA) or (y) “A:-VIII” by A.M. Best CompanyBest, “A(low)” by DBRS, Inc., or “A-” or its equivalent by Xxxxx Bond Rating Agency, Inc. (if rated by Xxxxx Bond Rating Agency, Inc.) (or such other rating as to which a Rating Agency Confirmation has been obtained). (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalfAdministrator, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall will make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis. (f) The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy, the issuer of which is rated no lower than the applicable Qualified Insurer Ratings, covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower Borrowers to maintain (or if the Borrower fails Borrowers fail to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrower Borrowers to be in default with respect to the failure of the Borrower Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of the Controlling Class Representative during any applicable Consenting PartyCCR Control Period) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower Borrowers shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust). (b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each any Foreclosed Property as the Borrower is Borrowers are required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11Section. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a Trustee as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders Holders, has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates. (c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the BorrowerBorrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust)Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices. (d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Mxxxx’x, “A-” by KBRA Xxxxx’x or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agency Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts account is at least “A-” or its equivalent by Fitch or, if not then rated by Fitch, rated either (x) no lower than an equivalent rating by and at least two other NRSROs (which may include S&P, DBRS, Morningstar and/or KBRA) “A(low)” or (y) “A:VIII” its equivalent by A.M. Best Company, Inc.DBRS Morningstar. (e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest OwnerCertificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner Certificateholder on a confidential basis.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

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