Common use of Master Servicers and Special Servicers May Own Certificates Clause in Contracts

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any Master Servicer or any Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that Master Servicer and its Affiliates or that Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that Master Servicer or its Affiliates or that Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 19 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26)

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Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any Master Servicer or any Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that Master Servicer and its Affiliates or that Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that Master Servicer or its Affiliates or that Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any the Master Servicer or any the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that Master Servicer and its Affiliates or that Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that Master Servicer or its Affiliates or that Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any the Master Servicer or any the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that Master Servicer and its Affiliates or that Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that Master Servicer or its Affiliates or that Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of "Certificateholder") the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any a Master Servicer or any a Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that such Master Servicer or that such Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that such Master Servicer or that such Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that such Master Servicer or that such Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that such Master Servicer or that such Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.076.06, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that such Master Servicer or that such Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that such Master Servicer and its Affiliates or that such Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that such Master Servicer or its Affiliates or that such Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that such Master Servicer or that such Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that the subject Master Servicer or that the subject Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a any Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Tr 2002-Pbw1)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of "Certificateholder") the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any a Master Servicer or any Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that such Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that such Master Servicer Servicer's or that Special Servicer (Servicer's, as the case may be), reasonable judgment, violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that such Master Servicer Servicer's or that Special Servicer (Servicer's, as the case may be), reasonable judgment, be considered by other Persons to violate the Servicing Standard, then that such Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) Trustee a written notice that (a) states that it is delivered pursuant to this Section 6.07SECTION 6.06, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that such Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate AdministratorTrustee, upon receipt of such notice, shall forward it to the Certificateholders (other than that such Master Servicer and its Affiliates or that such Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that such Master Servicer or its Affiliates or that such Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that such Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator Trustee shall be entitled to reimbursement from that the subject Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator Trustee incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a any Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.. -219-

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of "Certificateholder") the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any a Master Servicer or any a Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that such Master Servicer or that such Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that such Master Servicer or that such Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that such Master Servicer or that such Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that such Master Servicer or that such Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.076.06, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that such Master Servicer or that such Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that such Master Servicer and its Affiliates or that such Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that such Master Servicer or its Affiliates or that such Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Non-Pooled Mortgage Loan HolderNoteholder, if a Serviced Mortgage Loan Combination Group is involved) to the proposal described in the written notice, and if that such Master Servicer or that such Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that the subject Master Servicer or that the subject Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a any Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Pwr4)

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Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of "Certificateholder") the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any a Master Servicer or any a Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that such Master Servicer or that such Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that such Master Servicer or that such Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that such Master Servicer or that such Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that such Master Servicer or that such Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.076.06, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that such Master Servicer or that such Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that such Master Servicer and its Affiliates or that such Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that such Master Servicer or its Affiliates or that such Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holderthe Lion Industrial Portfolio Non-Pooled Subordinate Noteholder, if a Serviced the Lion Industrial Portfolio Loan Combination Group is involved) to the proposal described in the written notice, and if that such Master Servicer or that such Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that the subject Master Servicer or that the subject Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a any Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Pwr3)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any the Master Servicer or any the Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that Master Servicer or that Special Servicer (as the case may be), be considered by other Persons to violate the Servicing Standard, then that Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) a written notice that (a) states that it is delivered pursuant to this Section 6.07, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than that Master Servicer and its Affiliates or that Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that Master Servicer or its Affiliates or that Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from that Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Master Servicers and Special Servicers May Own Certificates. Any Master Servicer, Special Servicer or any of their respective Affiliates Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise set forth in the definition of "Certificateholder") the same rights it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If, at any time during which any Master Servicer, Special Servicer or Affiliate of any a Master Servicer or any Special Servicer is the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate, that such Master Servicer or that Special Servicer, as the case may be, proposes to take any action (including for this purpose, omitting to take a particular action) that is not expressly prohibited by the terms hereof and would not, in the reasonable judgment of that such Master Servicer Servicer's or that Special Servicer (Servicer's, as the case may be), reasonable, good faith judgment, violate the Servicing Standard, but that, if taken, might nonetheless, in the reasonable judgment of that such Master Servicer Servicer's or that Special Servicer (Servicer's, as the case may be), reasonable, good faith judgment, be considered by other Persons to violate the Servicing Standard, then that such Master Servicer or that Special Servicer, as the case may be, may (but need not) seek the approval of the Certificateholders to such action by delivering to the Certificate Administrator (with a copy to the Trustee) Trustee a written notice that (a) states that it is delivered pursuant to this Section 6.076.06, (b) identifies the Percentage Interest in each Class of Certificates beneficially owned by that such Master Servicer or that Special Servicer, as the case may be, or by an Affiliate thereof and (c) describes in reasonable detail the action that such Master Servicer or such Special Servicer, as the case may be, proposes to take. The Certificate AdministratorTrustee, upon receipt of such notice, shall forward it to the Certificateholders (other than that such Master Servicer and its Affiliates or that such Special Servicer and its Affiliates, as appropriate), together with a request for approval by the Certificateholders of each such proposed action. If at any time Certificateholders entitled to holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by that such Master Servicer or its Affiliates or that such Special Servicer or its Affiliates, as the case may be) shall have consented in writing (with a copy to each related Serviced Pari Passu Companion Loan Holder, if a Serviced Loan Combination is involved) to the proposal described in the written notice, and if that such Master Servicer or that Special Servicer, as the case may be, shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator Trustee shall be entitled to reimbursement from that the subject Master Servicer or that Special Servicer, as applicable, for the reasonable expenses of the Certificate Administrator Trustee incurred pursuant to this paragraph. It is not the intent of the foregoing provision that a any Master Servicer or a Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 2001-Ckn5)

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