Master Servicer No. 2's obligation to make Advances; and (4) the adequacy of Master Servicer No. 2's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction. Without limiting the foregoing, subject to Section 3.21, (1) Master Servicer No. 1 shall be obligated to service and administer all Group A Mortgage Loans which, in each case, do not constitute Specially Serviced Mortgage Loans, (2) Master Servicer No. 2 shall be obligated to service and administer all Group B Mortgage Loans which, in each case, do not constitute Specially Serviced Mortgage Loans and (3) the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans and Companion Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the applicable Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to such REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided further, however, that the applicable Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the applicable Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the applicable Master Servicer shall be obligated to service and administer all Mortgage Loans and Companion Loans, which are not Specially Serviced Mortgage Loans. The Special Servicer shall make the inspections, use its reasonable efforts to collect the statements and forward to the applicable Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgag...
Master Servicer No. 1 agrees that it shall pay the annual surveillance fees of Moody's, Fitch and S&P.
Master Servicer No. 2 has not timely received from the Trustee information requested by such Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer No. 2 or the Trustee, as applicable, shall give Fitch, Moody's and S&P notice of an anticipated reimbursement to it of Nonrecoxxxxxxx Advances from amounts in the Certificate Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Master Servicer No. 2 or the Trustee, as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to Fitch, Moody's and S&P contemplated by the immediately preceding sentence. Notxxxx xxrein shall give any Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Certificate Accounts pursuant to Section 3.05(a)(v). The foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to any Master Servicer or the Special Servicer, as applicable, constitute a violation of the Servicing Standards and/or with respect to the Trustee, constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If any Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in its Certificate Account or such other Master Servicer's Certificate Account (if amounts in such Master Servicer's Certificate Account are not sufficient for such reimbursement) for such Distribution Date (deemed first from principal and then interest). A...
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Citigroup Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans) and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to the GSMC Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans), and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans.
Master Servicer No. 2 agrees that it shall pay Moody's and Fitch's annual surveillance fees and the Depositor agrees txxx xx shall xxx XXRS's annual surveillance fees.
Master Servicer No. 1 shall be the Companion Paying Agent with respect to the Mortgage Loans for which it is responsible for servicing hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth herein.
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Citigroup Trust Mortgage Loans, the Ala Moana Portfolio Trust Mortgage Loans and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to all of the other Serviced Mortgage Loans, any successor REO Mortgage Loans with respect thereto and any related REO Properties.
Master Servicer No. 2 shall, as and when required by any related Co-Lender Agreement (or, in the absence of any express provisions therein regarding timing, on or before 1:30 PM (New York City time) on each P&I Advance Date) remit to the Trust and the related B-Noteholder(s) such amounts as are distributable in respect of any A-Note Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto) and the related B-Note Non-Trust Mortgage Loan(s) (or any successor REO B-Note Non-Trust Mortgage Loan(s) with respect thereto), respectively, pursuant to the related Co-Lender Agreement, such remittances to the Trust to be made to Master Servicer No. 2's Collection Account and such remittances to each related B-Noteholder to be made to the account designated by such B-Noteholder pursuant to the related Co-Lender Agreement. Late remittances to a B-Noteholder may be accompanied by interest thereon only as and to the extent required under the related Co-Lender Agreement.
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Bank of America Trust Mortgage Loans (and any related Serviced Non-Trust Loans) and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to the Xxxxxxx, PNC, GECC and Capmark Trust Mortgage Loans (and any related Serviced Non-Trust Loans) and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Master Servicer No. 3 shall be the applicable Master Servicer with respect to the Dexia Trust Mortgage Loans (and any related Serviced Non-Trust Loans), and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Notwithstanding the foregoing, it is acknowledged and agreed that the duties of the applicable Master Servicer with respect to an Outside Serviced Trust Mortgage Loan will be limited to those expressly set forth herein and that most material servicing functions with respect thereto will be governed by the related Outside Servicing Agreement.
Master Servicer No. 3 shall, upon the request of Dexia, deliver copies to Dexia (at Dexia's expense) of operating statements and financial statements relating to Dexia Trust Mortgage Loans.
