Master Servicer No Clause Samples
The 'Master Servicer No' clause identifies the unique number or code assigned to the master servicer in a financial or loan servicing agreement. This number is used to reference the specific entity responsible for overseeing the administration and management of a pool of loans, such as collecting payments and handling borrower communications. By clearly designating the master servicer through a unique identifier, the clause ensures accurate record-keeping and helps prevent confusion or disputes regarding servicing responsibilities.
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 Nonreco▇▇▇▇▇▇▇ 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. Not▇▇▇▇ ▇▇rein 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. 2, as Master Servicer No. 2 with respect to the Ala Moana Portfolio Mortgage Loan and the Fair Lakes Office Portfolio Mortgage Loan that it is servicing hereunder, hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the General Master Servicer, the Special Servicer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:
(i) Master Servicer No. 2 is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and Master Servicer No. 2 is in compliance with the laws of each state (within the United States of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by Master Servicer No. 2, and the performance and compliance with the terms of this Agreement by Master Servicer No. 2, do not (A) violate Master Servicer No. 2's articles of association and by-laws or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which Master Servicer No. 2 or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of Master Servicer No. 2 to perform its obligations under this Agreement or its financial condition;
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the LaSalle Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans, but exclusive of the IAC Industrial 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 the PNC Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans), the Citigroup Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans), the IAC Industrial 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. 3 shall be the applicable Master Servicer with respect to the Capmark 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. 1 shall be the applicable Master Servicer with respect to the GACC Trust Mortgage Loans, any related Serviced Non-Trust Mortgage Loans, the ACS Trust Mortgage Loans, the Ala Moana Portfolio Trust Mortgage Loan 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 Citigroup Trust Mortgage Loans, the PNC Trust Mortgage Loans, 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. 3 shall be the applicable Master Servicer with respect to the RBC Trust Mortgage Loans, the LaSalle Trust Mortgage Loans (other than the Ala Moana Portfolio Trust Mortgage Loan), 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, 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 agrees that it shall remit all payments received (or advanced) with respect to each Farallon Portfolio Non-Trust Loan, net of its Master Servicing Fee and any other applicable fees and reimbursements payable to Master Servicer No. 1, the Special Servicer and the Trustee, to the holder of each Farallon Portfolio Non-Trust Loan not later than 3:00 p.m. (New York City time) two Business Days prior to the related "remittance date" for the securitization containing the related Non-Trust Loan.
Master Servicer No has received opinions of counsel that, subject to customary qualifications and exceptions, (i) the defeasance will not cause a REMIC Pool to fail to qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, and (iii) the Trustee will have a perfected, first priority security interest in the defeasance collateral.
Master Servicer No. 2 's obligation to make Advances; (d) Master Servicer No. 2 's or the Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by Master Servicer No. 2 or the Special Servicer or any Affiliate of Master Servicer No. 2 or the Special Servicer, as applicable; (f) any debt that Master Servicer No. 2 or the Special Servicer or any Affiliate of Master Servicer No. 2 or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation, any mezzanine financing); and (g) any obligation of Master Servicer No. 2 , or an affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller; and