Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders and the Noteholders, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of Future Funding Participations and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT is depositing or causing to be deposited all amounts into the Future Funding Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement. (b) Pursuant to the Future Funding Agreement, on the Closing Date, the Future Funding Indemnitor shall deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer that it has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Participation and so long as any future advance obligations remain outstanding under such Future Funding Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer that it has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters. (c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Participation and so long as any future advance obligations remain outstanding under such Future Funding Participation and, except as otherwise provided in clause (e) below, no later than the fifth (5th) day of the calendar month preceding the beginning of each calendar quarter, Lument Structured Finance shall deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Servicer to perform its obligations described below. The Servicer shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Finance, (A) review Lument Structured Finance’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance in connection therewith, (B) consult with Lument Structured Finance with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Servicer in the documentation provided by Lument Structured Finance that in the reasonable opinion of the Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured Finance’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured Finance’s Two Quarter Future Advance Estimate shall control or (2) deliver its own Two Quarter Future Advance Estimate. If the Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured Finance’s Two Quarter Future Advance Estimate, then the Servicer’s Two Quarter Future Advance Estimate; otherwise, Lument Structured Finance’s Two Quarter Future Advance Estimate shall control. (d) Lument Structured Finance shall provide the Servicer with the current operating budget for the Mortgaged Property securing each Participated Mortgage Loan within thirty (30) days following the Closing Date, and shall provide the Servicer with copies of any updates to such budgets, and shall provide the Servicer with any other documentation and information reasonably requested by the Servicer with respect to a Future Funding Participation from time to time. The Servicer may conclusively rely on any and all documents provided to the Servicer with respect to any Future Funding Participation, including the supporting documentation and additional information provided by the Future Funding Indemnitor pursuant to this Section 3.25, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance or (z) request information not reasonably available to Lument Structured Finance. (e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance or the Servicer for a calendar month if, by the fifth (5th) day of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day), the Future Funding Indemnitor delivers (which may be by email) to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Participations held by Lument Structured Finance, LCMT or their respective Affiliates or (ii) no future funding obligations remain outstanding under the Future Funding Participations held by Lument Structured Finance (or its Affiliates). All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx or such other email address as provided by the Note Administrator. (f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer pursuant to this Section 3.25, shall be provided to the Servicer electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx with a subject reference to “LMF 2023-1” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) TRTX shall deliver its Largest One Quarter Future Advance Estimate to the Collateral Manager, the Special Servicer, the Servicer, the Operating Advisor and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar calendar-month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (ea) belowabove, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerOperating Advisor, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Servicer Operating Advisor to perform its obligations described below. The Servicer Operating Advisor shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer Operating Advisor to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D E hereto, either (1) confirm that nothing has come to the attention of the Servicer Operating Advisor in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Servicer Operating Advisor would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the ServicerOperating Advisor’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured Finance’s Two Quarter Future Advance Estimate, then the Servicer’s Two Quarter Future Advance Estimate; otherwise, Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for any period, then the Operating Advisor’s Two Quarter Future Advance Estimate for such period shall control; otherwise, Seller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Servicer Operating Advisor with the current operating budget for the Mortgaged Property securing each Participated Mortgage Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) 30 days following the Closing Date, and shall provide the Servicer Operating Advisor with copies of any updates to such budgets, and shall provide the Servicer Operating Advisor with any other documentation and information reasonably requested by the Servicer Operating Advisor with respect to a any such Future Funding Companion Participation from time to time. The Servicer Operating Advisor may conclusively rely on any and all documents and information provided to the Servicer Operating Advisor with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer Operating Advisor shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance the Seller or the Servicer Operating Advisor for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer Operating Advisor described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer Operating Advisor pursuant to this Section 3.253.26, shall be provided to the Servicer Operating Advisor electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx with a subject reference to “LMF 2023TRTX 2018-1FL2” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer Operating Advisor shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer Collateral Manager on its behalf, to direct the use of funds on deposit in the Future Funding Collateral Interest Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Collateral Interest Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) GPMT shall deliver its Largest One Quarter Future Advance Estimate to the Special Servicer, the Servicer, the Collateral Manager and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the Special Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar calendar-month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Special Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (e) below, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Collateral Manager, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Special Servicer to perform its obligations described below. The Special Servicer shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Special Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Special Servicer in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Special Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the Special Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance EstimateEstimate for any period, then the Special Servicer’s Two Quarter Future Advance EstimateEstimate for such period shall control; otherwise, Lument Structured Financethe Seller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Special Servicer with the current operating budget for the Mortgaged Property securing each Participated Mortgage Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) days following the Closing Date, and shall provide the Special Servicer with copies of any updates to such budgets, and shall provide the Special Servicer with any other documentation and information reasonably requested by the Special Servicer with respect to a any such Future Funding Companion Participation from time to time. The Special Servicer may conclusively rely on any and all documents and information provided to the Special Servicer with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Special Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, including any borrowers Obligors or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to shall be made by Lument Structured Finance the Seller or the Special Servicer for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Collateral Manager, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer described in clauses (b) and (c) above shall be emailed by the provider thereof to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Special Servicer pursuant to this Section 3.253.26, shall be provided to the Special Servicer electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx XXXXXxxxxxxxx@xxxxxxxxxx.xxx with a subject reference to “LMF 2023GPMT 2019-1FL2” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Special Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) TRTX shall deliver its Largest One Quarter Future Advance Estimate to the Special Servicer, the Servicer, the Operating Advisor and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar calendar-month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (ea) belowabove, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral ManagerOperating Advisor, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Servicer Operating Advisor to perform its obligations described below. The Servicer Operating Advisor shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer Operating Advisor to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D E hereto, either (1) confirm that nothing has come to the attention of the Servicer Operating Advisor in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Servicer Operating Advisor would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the ServicerOperating Advisor’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured Finance’s Two Quarter Future Advance Estimate, then the Servicer’s Two Quarter Future Advance Estimate; otherwise, Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for any period, then the Operating Advisor’s Two Quarter Future Advance Estimate for such period shall control; otherwise, Seller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Servicer Operating Advisor with the current operating budget for the Mortgaged Property securing each Participated Mortgage Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) 30 days following the Closing Date, and shall provide the Servicer Operating Advisor with copies of any updates to such budgets, and shall provide the Servicer Operating Advisor with any other documentation and information reasonably requested by the Servicer Operating Advisor with respect to a any such Future Funding Companion Participation from time to time. The Servicer Operating Advisor may conclusively rely on any and all documents and information provided to the Servicer Operating Advisor with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer Operating Advisor shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance the Seller or the Servicer Operating Advisor for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer Operating Advisor described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer Operating Advisor pursuant to this Section 3.253.26, shall be provided to the Servicer Operating Advisor electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx with a subject reference to “LMF 2023TRTX 2018-1FL1” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer Operating Advisor shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) TRTX shall deliver its Largest One Quarter Future Advance Estimate to the Collateral Manager, the Special Servicer, the Servicer and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (ea) belowabove, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Servicer to perform its obligations described below. The Servicer shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Servicer in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance EstimateEstimate for any period, then the Servicer’s Two Quarter Future Advance EstimateEstimate for such period shall control; otherwise, Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Servicer with the current operating budget for the Mortgaged Property securing each Participated Mortgage Commercial Real Estate Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) days following the Closing Date, and shall provide the Servicer with copies of any updates to such budgets, and shall provide the Servicer with any other documentation and information reasonably requested by the Servicer with respect to a any such Future Funding Companion Participation from time to time. The Servicer may conclusively rely on any and all documents and information provided to the Servicer with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance the Seller or the Servicer for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Collateral Manager, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer pursuant to this Section 3.25, 3.26 shall be provided to the Servicer electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx XXXXxxxxx@xxxxxxxx.xxx, XxxXxxxxx@xxxxxxxx.xxx, and XxxxxxxXxxxxxxx@xxxxxxxx.xxx, with a subject reference to “LMF 2023TRTX 2019-1FL3” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) TRTX shall deliver its Largest One Quarter Future Advance Estimate to the Collateral Manager, the Special Servicer, the Servicer and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the ServicerCollateral Manager, the Special Servicer, the Collateral ManagerServicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (ea) belowabove, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Servicer to perform its obligations described below. The Servicer shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Servicer in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance EstimateEstimate for any period, then the Servicer’s Two Quarter Future Advance EstimateEstimate for such period shall control; otherwise, Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Servicer with the current operating budget for the Mortgaged Property securing each Participated Mortgage Commercial Real Estate Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) days following the Closing Date, and shall provide the Servicer with copies of any updates to such budgets, and shall provide the Servicer with any other documentation and information reasonably requested by the Servicer with respect to a any such Future Funding Companion Participation from time to time. The Servicer may conclusively rely on any and all documents and information provided to the Servicer with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance the Seller or the Servicer for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Collateral Manager, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer pursuant to this Section 3.25, 3.26 shall be provided to the Servicer electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx XXXXxxxxx@xxxxxxxx.xxx, XxxXxxxxx@xxxxxxxx.xxx, and XxxxxxxXxxxxxxx@xxxxxxxx.xxx, with a subject reference to “LMF 2023TRTX 2021-1FL4” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Collateral Interest Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Collateral Interest Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) GPMT shall deliver its Largest One Quarter Future Advance Estimate to the Special Servicer, the Servicer, the Operating Advisor and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar calendar-month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (ea) belowabove, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral ManagerOperating Advisor, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Servicer Operating Advisor to perform its obligations described below. The Servicer Operating Advisor shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer Operating Advisor to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the 17g-5 Information Provider, the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Servicer Operating Advisor in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Servicer Operating Advisor would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the ServicerOperating Advisor’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured Finance’s Two Quarter Future Advance Estimate, then the Servicer’s Two Quarter Future Advance Estimate; otherwise, Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for any period, then the Operating Advisor’s Two Quarter Future Advance Estimate for such period shall control; otherwise, Seller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Servicer Operating Advisor with the current operating budget for the Mortgaged Property securing each Participated Mortgage Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) 30 days following the Closing Date, and shall provide the Servicer Operating Advisor with copies of any updates to such budgets, and shall provide the Servicer Operating Advisor with any other documentation and information reasonably requested by the Servicer Operating Advisor with respect to a any such Future Funding Companion Participation from time to time. The Servicer Operating Advisor may conclusively rely on any and all documents and information provided to the Servicer Operating Advisor with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer Operating Advisor shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers Obligors or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance the Seller or the Servicer Operating Advisor for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Operating Advisor, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer Operating Advisor described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer Operating Advisor pursuant to this Section 3.253.26, shall be provided to the Servicer Operating Advisor electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx with a subject reference to “LMF 2023GPMT 2021-1FL3” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer Operating Advisor shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer on its behalf, to direct the use of funds on deposit in the Future Funding Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, (i) TRTX shall deliver its Largest One Quarter Future Advance Estimate to the Collateral Manager, the Special Servicer, the Servicer and the Note Administrator and (ii) the Future Funding Indemnitor shall deliver to the ServicerCollateral Manager, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the ServicerCollateral Manager, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation and, except as otherwise provided in clause (ea) belowabove, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is 28484253.6 reasonably necessary for the Servicer to perform its obligations described below. The Servicer shall, within ten (10) days after receipt of the Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance the Seller and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Servicer in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured FinanceSeller’s Two Quarter Future Advance EstimateEstimate for any period, then the Servicer’s Two Quarter Future Advance EstimateEstimate for such period shall control; otherwise, Lument Structured FinanceSeller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Servicer with the current operating budget for the Mortgaged Property securing each Participated Mortgage Commercial Real Estate Loan for which the related Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder within thirty (30) days following the Closing Date, and shall provide the Servicer with copies of any updates to such budgets, and shall provide the Servicer with any other documentation and information reasonably requested by the Servicer with respect to a any such Future Funding Companion Participation from time to time. The Servicer may conclusively rely on any and all documents and information provided to the Servicer with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured Financethe Seller.
(e) No Two Quarter Future Advance Estimate will be required to be made by Lument Structured Finance the Seller or the Servicer for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Collateral Manager, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future 28484253.6 Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer described in clauses (b) and (c) above shall be emailed to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and xxxxxxxxxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Servicer pursuant to this Section 3.25, 3.26 shall be provided to the Servicer electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx XXXXxxxxx@xxxxxxxx.xxx, XxxXxxxxx@xxxxxxxx.xxx, and XxxxxxxXxxxxxxx@xxxxxxxx.xxx, with a subject reference to “LMF 2023TRTX 2022-1FL5” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Ongoing Future Advance Estimates. (a) Pursuant to the Indenture, the Note Administrator and the Trustee, on behalf of the Class A Lenders Noteholders and the NoteholdersHolders of the Preferred Shares, will be directed by the Issuer to (i) enter into the Future Funding Agreement and the Future Funding Account Control Agreement, pursuant to which LCMT the Seller will agree to pledge certain collateral described therein in order to secure certain future funding obligations of Lument Structured Finance as holder of the Affiliated Future Funding Companion Participation Holders as holders of the Future Funding Companion Participations under the Participation Agreements and (ii) administer the rights of the Note Administrator and the secured party, as applicable, under the Future Funding Agreement and the Future Funding Account Control Agreement. In the event an Access Termination Notice (as defined in the Future Funding Agreement) has been sent by the Note Administrator to the related account bank and for so long as such Access Termination Notice is not withdrawn by the Note Administrator, the Note Administrator will be required, pursuant to the direction of the Issuer or the Special Servicer Collateral Manager on its behalf, to direct the use of funds on deposit in the Future Funding Collateral Interest Controlled Reserve Account pursuant to the terms of the Future Funding Agreement. Neither the Trustee nor the Note Administrator will have any obligation to ensure that LCMT the Seller is depositing or causing to be deposited all amounts into the Future Funding Collateral Interest Controlled Reserve Account that are required to be deposited therein pursuant to the Future Funding Agreement.
(b) Pursuant to the Future Funding Agreement, on the Closing Date, the Future Funding Indemnitor shall deliver to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the Largest One Quarter Future Advance Estimate. Thereafter, for so long as Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Companion Participation, no later than the 18th day (or, if such day is not a Business Day, the next succeeding Business Day) of the calendar calendar-month preceding the beginning of each calendar quarter, the Future Funding Indemnitor shall deliver (which may be by email) to the Servicer, the Special Servicer, the Collateral ManagerServicer, the Note Administrator and the 17g-5 Information Provider a certification of a responsible financial officer of the Future Funding Indemnitor that it the Future Funding Indemnitor has Segregated Liquidity at least equal to the greater of (i) the Largest One Quarter Future Advance Estimate or (ii) the controlling Two Quarter Future Advance Estimate for the immediately following two calendar quarters.
(c) Pursuant to the Future Funding Agreement, for so long as the Lument Structured Finance, LCMT or one of their respective Affiliates is the holder of any Future Funding Companion Participation is held by the Seller or an Affiliated Future Funding Companion Participation Holder and so long as any future advance obligations remain outstanding under such Future Funding Participation andCompanion Participations, except as otherwise provided in clause (e) below, by (x) no earlier than thirty-five (35) days prior to, and (y) no later than the fifth (5th) day of of, the calendar calendar-month preceding the beginning of each calendar quarter, Lument Structured Finance shall the Seller is required to deliver to the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the Future Funding Indemnitor (i) a Two Quarter Future Advance Estimate for the immediately following two calendar quarters and (ii) such supporting documentation and other information (including any relevant calculations) as is reasonably necessary for the Special Servicer to perform its obligations described below. The Special Servicer shall, within ten (10) days after receipt of the such Two Quarter Future Advance Estimate and supporting documentation from Lument Structured Financethe Seller, (A) review Lument Structured Financethe Seller’s Two Quarter Future Advance Estimate and such supporting documentation and other information provided by Lument Structured Finance the Seller in connection therewith, (B) consult with Lument Structured Finance the Seller with respect thereto and make such inquiry, and request such additional information (and Lument Structured Finance the Seller shall promptly respond to each such request for consultation, inquiry or request for information), in each case as is commercially reasonable for the Special Servicer to perform its obligations described in the following subclause (C), and (C) by written notice to the Note Administrator, Lument Structured Finance Seller, the 17g-5 Information Provider and the Future Funding Indemnitor substantially in the form of Exhibit D hereto, either (1) confirm that nothing has come to the attention of the Special Servicer in the documentation provided by Lument Structured Finance the Seller that in the reasonable opinion of the Special Servicer would support a determination of a Two Quarter Future Advance Estimate that is at least 25% higher than Lument Structured Financethe Seller’s Two Quarter Future Advance Estimate for such period and shall state that Lument Structured Financethe Seller’s Two Quarter Future Advance Estimate for such period shall control or (2) deliver its own Two Quarter Future Advance EstimateEstimate for such period. If the Special Servicer’s Two Quarter Future Advance Estimate is at least 25% higher than Lument Structured Financethe Seller’s Two Quarter Future Advance EstimateEstimate for any period, then the Special Servicer’s Two Quarter Future Advance EstimateEstimate for such period shall control; otherwise, Lument Structured Financethe Seller’s Two Quarter Future Advance Estimate for such period shall control.
(d) Lument Structured Finance The Seller shall provide the Special Servicer with the current operating budget for the Mortgaged Property securing each Participated Mortgage Loan within thirty (30) 30 days following the Closing Date, and shall provide the Special Servicer with copies of any updates to such budgets, and shall provide the Special Servicer with any other documentation and information reasonably requested by the Special Servicer with respect to a Future Funding Companion Participation from time to time. The Special Servicer may conclusively rely on any and all documents and information provided to the Special Servicer with respect to any Future Funding Companion Participation, including the supporting documentation (including any accretive costs, expenditures or other amounts provided by the Seller) and additional information provided by the Future Funding Indemnitor Seller pursuant to this Section 3.253.26, without any further investigation or inquiry obligation (except for any investigation or inquiry in subclause (B) of clause (c) above necessary to perform its obligations under subclause (C) of clause (c) above). The Special Servicer shall not, under any circumstances, be required or permitted (w) to perform site inspections, (x) consult with parties other than Lument Structured Finance the Seller (including, any borrowers or property managers), (y) confirm or otherwise investigate any accretive costs, expenditures or other similar amounts provided by Lument Structured Finance the Seller, or (z) request information not reasonably available to Lument Structured FinanceSeller.
(e) No Two Quarter Future Advance Estimate will shall be required to be made by Lument Structured Finance the Seller or the Special Servicer for a calendar month quarter if, by the fifth (5th) day of the calendar-month preceding the beginning of such calendar quarter (or if such day is not a Business Day, the next succeeding Business Day)quarter, the Future Funding Indemnitor delivers (which may be by email) to the Collateral Manager, the Servicer, the Special Servicer, the Collateral Manager, the Note Administrator and the 17g-5 Information Provider a certificate of a responsible financial officer of the Future Funding Indemnitor certifying that (i) the Future Funding Indemnitor has Segregated Liquidity equal to at least 100% of the aggregate amount of outstanding future advance obligations (subject to the same exclusions as the calculation of the Two Quarter Future Advance Estimate) under the Future Funding Companion Participations held by Lument Structured Finance, LCMT or their respective Affiliates Affiliated Future Funding Companion Participation Holders or (ii) no such future funding obligations remain outstanding under the Future Funding Companion Participations held by Lument Structured Finance (or its Affiliates)Affiliated Future Funding Companion Participation Holders. All certifications regarding Segregated Liquidity, any Two Quarter Future Advance Estimates, or any notices from the Servicer described in clauses (b) and (c) above shall be emailed by the provider thereof to the Note Administrator at txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to CXXXXXXxxxXxxxx@xxxxxxxxxxxxx.xxx txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and cxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx or such other email address as provided by the Note Administrator.
(f) Notwithstanding the provisions of Section 9.03, all estimates, certifications, documents and other information to be provided to the Special Servicer pursuant to this Section 3.253.26, shall be provided to the Special Servicer electronically by email addressed to LXX_0000_Xxxxxxxxx@xxxxxx.xxx sxxxxxxxxxxxxx@xxxxxxxxxx.xxx, CXXXXxxxxxxxx@xxxxxxxxxx.xxx and lxxxxxxxxxxxxxx@xxxxxxxxxx.xxx with a subject reference to “LMF 2023GPMT 2021-1FL4” (or similar reference). Further, any budgets, calculations or other numeric information delivered to the Special Servicer shall be delivered in Microsoft Excel format or in a format as the parties may agree upon from time to time.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
