Common use of Other Clause in Contracts

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

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Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Trust Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Trust Agreement. ------------------------------------- [Name of Master Servicer] By:__________________________________ Name: Title: Servicing Officer EXHIBIT D-1 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE) STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], _________________ being first duly sworn, deposes and says: 1. That he [she] is [title of officer] ________________________ of [name of Purchaser] _________________________________________ _________________________________________________________________________________________(the "Purchaser"), a _______________________ The undersigned acknowledges that [description of type of entity] duly organized and existing under the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions laws of the Pooling and Servicing Agreement [State of __________] [United States], on behalf of which he [she] makes this affidavit. 2. That the Purchaser's Taxpayer Identification Number is ______________. 3. That the Purchaser is not a "disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code") and will not be returned to you or your designee within ten days a "disqualified organization" as of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [___________________________ [date of transfer], and that the Purchaser is not acquiring a Residual Certificate (as defined in the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents account of, or as agent (including a broker, nominee, or other middleman) for, any person or entity from which it has not received an affidavit substantially in the Mortgage File are requestedform of this affidavit. For these purposes, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that a "disqualified organization" means the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee RightUnited States, any interest in the Excess Servicing Fee Right state or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Rightpolitical subdivision thereof, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Rightforeign government, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Rightinternational organization, any interest in the Excess Servicing Fee Right agency or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case instrumentality of any of the acts foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in clauses (a) through (e) hereof) would constitute a distribution Code Section 1381(a)(2)(C), any "electing large partnership" within the meaning of Section 775 of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”)Code, or any applicable state securities laws. 2. The Transferee understands organization (other than a farmers' cooperative described in Code Section 521) that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred exempt from federal income tax unless it such organization is (i) registered pursuant subject to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementtax on unrelated business income imposed by Code Section 511. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 3 contracts

Samples: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2001 15a), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2001 3a), Trust Agreement (Structured Asset Sec Corp Pass THR Cert Ser 2000-1)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ -------- The undersigned acknowledges that the above Trustee Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofyou, unless except if the Mortgage Loan has been paid in full, repurchased or substituted for by a Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File (or such portion thereof) will be retained by us permanently), when no longer required by us for such purpose). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer Name of [Master] [Special] Servicer] By: ----------------------------------- Name: Title: EXHIBIT D-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [Date] Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Association, as Certificate Registrar Xxxxx Fargo Center Sixth Street and Marquette Avenue MAC #N9303-121 Xxxxxxxxxxx, Xxxxxxxxx 00000 00000-0000 Attention: WFCM 2015-LC20 Corporate Trust Services (CMBS) Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20152005-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 TOP17 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below"Certificates") held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and GentlemenDear Sirs: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of a Certificate (the Excess Servicing Fee Right with respect "Transferred Certificate") having an initial Certificate Balance or Notional Amount as of January , 2005 (the "Settlement Date") of $ . The Certificates were issued pursuant to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March January 1, 2015 (the “Pooling and Servicing Agreement”)2005, among Xxxxx Fargo Commercial Mortgage Securities, Xxxxxx Xxxxxxx Capital I Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsARCap Servicing, Inc., as Trust Advisorspecial servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Xxxxx Fargo Bank, National Association, as Certificate Administratorpaying agent (in such capacity, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe "Paying Agent"). All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as DepositorCertificate Registrar, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], Transferred Certificate with the full right to transfer the Excess Servicing Fee Right such Certificate free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right any Certificate under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of the Excess Servicing Fee Right any Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right any Certificate pursuant to the Securities Act or any state securities laws. Very truly yours, --------------------------------------- (Transferor) By: ----------------------------------- Name: --------------------------------- Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx -------------------------------- EXHIBIT D-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [DATE] Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing Association, as Certificate Registrar Xxxxx Fargo Center Sixth Street and Marquette Avenue MAC D1086 120#N9303-121 Xxxxxxxxxxx, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Xxxxxxxxx 00000-0000 Attention: WFCM 2015-LC20 Asset Manager Corporate Trust Services (CMBS) Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20152005-LC20 TOP17 (the "Certificates") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of Class Certificates having an initial Certificate Balance or Notional Amount as of January , 2005 (the Excess Servicing Fee Right with respect "Settlement Date") of $ (the "Transferred Certificates"). The Certificates, including the Transferred Certificates, were issued pursuant to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March January 1, 2015 2005 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Xxxxxx Xxxxxxx Capital I Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsARCap Servicing, Inc., as Trust Advisorspecial servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Xxxxx Fargo Bank, National Association, as Certificate Administratorpaying agent (in such capacity, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe "Paying Agent"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master ServicerCertificate Registrar, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17)

Other. (Describe) )________________________________________________ _________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof10) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [MIDLAND LOAN SERVICES, INC. By: ------------------------------------ Name: Title: EXHIBIT E FORM OF LOAN PAYOFF NOTIFICATION REPORT LOAN PAYMENT NOTIFICATION REPORT AS OF __________________________]_ X0 X00 X00 X00 X0 X0 X00 X00 X00 X00 ------------------- ------------ -------- ----- --------- ---- -------- -------- --------- ------ SCHEDULED PRECEDING MOST SHORT NAME MORTGAGE PAID CURRENT FISCAL RECENT PROSPECTUS (WHEN PROPERTY LOAN THRU INTEREST MATURITY YR. DSCR DSCR ID APPROPRIATE) TYPE STATE BALANCE DATE RATE DATE NCR NCF ------------------- ------------ -------- ----- --------- ---- -------- -------- --------- ------ SCHEDULED PAYMENTS UNSCHEDULED PAYMENT TOTAL: $ S4 SERVICER ESTIMATED INFORMATION ------------------- ----------------------------------- EXPECTED EXPECTED PROSPECTUS YIELD PAYMENT DISTRIBUTION ID MAINTENANCE DATE DATE ------------------- ----------- -------- ------------ SCHEDULED PAYMENTS UNSCHEDULED PAYMENT TOTAL: THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT INDICATE A DEFINITE PAYMENT. EXHIBIT F-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities0000 Xxxxxxx, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Global Securities and Trust Services-- LB Commercial Mortgage Trust 20152007-LC20C3 Re: LB Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 20152007-LC20 (C3, Class _____, having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of July 26, 2007 of $__________ [representing a ____% Percentage Interest in the “Certificates”) subject Class] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the Excess Servicing Fee Right with respect captioned Certificates (the "Transferred Certificates"), pursuant to the _________________ Mortgage Loan[s] established under Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1July 11, 2015 (the “Pooling and Servicing Agreement”)2007, among Xxxxx Fargo Commercial Mortgage Securities, Inc.between Structured Asset Securities Corporation II, as Depositor, Xxxxx Fargo BankKeyCorp Real Estate Capital Markets, National AssociationInc., as Master Servicer, Rialto Capital AdvisorsMidland Loan Services, LLCInc., as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, LaSalle Bank National Association, as Trustee. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], Transferred Certificates with the full right to transfer the Excess Servicing Fee Right such Certificates free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Rightany Transferred Certificate, any interest in the Excess Servicing Fee Right a Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Rightany Transferred Certificate, any interest in the Excess Servicing Fee Right a Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Rightany Transferred Certificate, any interest in the Excess Servicing Fee Right a Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Rightany Transferred Certificate, any interest in the Excess Servicing Fee Right a Transferred Certificate or any other similar security by means of general advertising or in any other manner, or (e) taken any other actionaction with respect to any Transferred Certificate, any interest in a Transferred Certificate or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right Transferred Certificates under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of the Excess Servicing Fee Right Transferred Certificates a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Transferred Certificates pursuant to the Securities Act or any state securities laws. Very truly yours, ---------------------------------------- Print Name of Transferor By: ------------------------------------ Name: Title: EXHIBIT F-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] LaSalle Bank National Association 000 Xxxxx Fargo Commercial Mortgage SecuritiesXxXxxxx Xxxxxx, Inc. c/o Wells Fargo SecuritiesXxxxx 0000 Xxxxxxx, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Global Securities and Trust Services-- LB Commercial Mortgage Trust 20152007-LC20C3 Re: LB Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 20152007-LC20 (C3, Class ___, having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of July 26, 2007 of $__________ [representing a ____% Percentage Interest in the “Certificates”) subject Class] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by ___________________________ (the "Transferor") to ______________________________ (the "Transferee") of the Excess Servicing Fee Right with respect captioned Certificates (the "Transferred Certificates"), pursuant to the _________________ Mortgage Loan[s] established under Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1July 11, 2015 (the “Pooling and Servicing Agreement”)2007, among Xxxxx Fargo Commercial Mortgage Securities, Inc.between Structured Asset Securities Corporation II, as Depositor, Xxxxx Fargo BankKeyCorp Real Estate Capital Markets, National AssociationInc., as Master Servicer, Rialto Capital AdvisorsMidland Loan Services, LLCInc., as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, LaSalle Bank National Association, as Trustee. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, and for the Depositor benefit of the Trustee and the applicable Master ServicerDepositor, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3)

Other. (Describe) )____________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015WFRBS 2014-LC20 C25 Re: Xxxxx Fargo WFRBS Commercial Mortgage Trust 20152014-LC20C25, Commercial Mortgage Pass-Through Certificates, Series 20152014-LC20 C25 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March December 1, 2015 2014 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo RBS Commercial Mortgage Securities, Funding Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, CWCapital Asset Management LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [___________________________], as Special Servicer By: Name: Title: Xxxxx Fargo RBS Commercial Mortgage SecuritiesFunding Inc. 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx Xxxxxxxxxxx 00000 Attention: X.X. Xxxxxx Xxx Xxxxxxx Re: Xxxxx Fargo WFRBS Commercial Mortgage Trust 20152014-LC20C25, Commercial Mortgage Pass-Through Certificates, Series 20152014-LC20 C25 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March December 1, 2015 2014 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo RBS Commercial Mortgage Securities, Funding Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, CWCapital Asset Management LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, Trimont Real Estate Advisors, Inc., as Trust Advisor, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo RBS Commercial Mortgage SecuritiesFunding Inc. 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx Xxxxxxxxxxx 00000 Attention: X.X. Xxxxxx Xxx Xxxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015WFRBS 2014-LC20 C25 Asset Manager Re: Xxxxx Fargo WFRBS Commercial Mortgage Trust 20152014-LC20C25, Commercial Mortgage Pass-Through Certificates, Series 20152014-LC20 C25 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March December 1, 2015 2014 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo RBS Commercial Mortgage Securities, Funding Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, CWCapital Asset Management LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, Trimont Real Estate Advisors, Inc., as Trust Advisor, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)

Other. (Describe) )________________________________________________ _________________________________________________________________ _________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. KEYCORP REAL ESTATE CAPITAL MARKETS, INC. By: ------------------------------------- Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services-- LB Commercial Mortgage Trust 2007-C3 Re: LB Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of July 11, 2007 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"), Midland Loan Services, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name:________________________________________________________ Address:______________________________________________________________ Control No.:__________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which:_________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ -------------------------------------- -------------------------------------------------------- -------------------------------------------------------- The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]WACHOVIA BANK, as the Master Servicer NATIONAL ASSOCIATION By: --------------------------------------- Name: Title: Xxxxx Fargo Bank, EXHIBIT D-2 XXXX XX XXXXXXX XXXXXXXX XXXXXXX XXX XXXXXXX LaSalle Bank National Association 0000 00xx 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attexxxxx: Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015Xxxxxxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx-- LB-LC20 Re: Xxxxx Fargo UBS Commercial Mortgage Trust 20152004-LC20C8 Re: LB-UBS Commercial Mortgage Trust 2004-C8, Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 C8 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee, under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1November 12, 2015 2004 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc.by and between Structured Asset Securities Corporation II, as depositor, Xxxxx Fargo Wachovia Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacity, the “Custodian”"Master Servicer"), Rialto Capital AdvisorsLennar Partners, LLCInc., as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, LaSalle Bank National Association, as trusteetrustee (the "Trustee), and ABN AMRO Bank N.V., as fiscal agent, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee, with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: --------------------------------------------------------- Address: Loan --------------------------------------------------------------- Control No.: ----------------------------------------------------------- If only particular documents in the Mortgage File are requested, please specify which: ------------------------------------------------------------------ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8)

Other. (Describe) _____________________________________ _________________________________________________________ _________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ________________________________ Name: Title: EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attentiox: Xxxxx-Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2003-C2 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2003-C2, Commercial Mortgage Pass-Through Certificates, Series 2003-C2 --------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee under that certain Pooling and Servicing Agreement dated as of December 23, 2003 (the "Pooling and Servicing Agreement"), by and among Greenwich Capital Commercial Funding Corp. as depositor, Wachovia Bank, National Association as master servicer (the "Master Servicer"), the undersigned as special servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to the following described Mortgage Loan for the reason indicated below. Property Name: ____________________________________________________ Address: __________________________________________________________ Control No.: ______________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: ______________________________________________ ____________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Account pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2), Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ ---- The undersigned acknowledges that the above Trustee Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofyou, unless except if the Mortgage Loan has been paid in full, repurchased or substituted for by a Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File (or such portion thereof) will be retained by us permanently), when no longer required by us for such purpose). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer Name of [Master] [Special] Servicer] By: ------------------------------------ Name: Title: EXHIBIT D-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [Date] Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Association, as Certificate Registrar Xxxxx Fargo Center Sixth Street and Marquette Avenue MAC #N9303-121 Xxxxxxxxxxx, Xxxxxxxxx 00000 00000-0000 Attention: WFCM 2015-LC20 Corporate Trust Services (CMBS) Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 TOP15 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below"Certificates") held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and GentlemenDear Sirs: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of a Certificate (the Excess Servicing Fee Right with respect to "Transferred Certificate") having an initial Certificate Balance or Notional Amount as of July ___, 2004 (the "Settlement Date") of $_________________ Mortgage Loan[s] established under . The Certificates were issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March July 1, 2015 (the “Pooling and Servicing Agreement”)2004, among Xxxxx Fargo Commercial Mortgage Securities, Xxxxxx Xxxxxxx Capital I Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsARCap Servicing, Inc., as Trust Advisorspecial servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Xxxxx Fargo Bank, National Association, as Certificate Administratorpaying agent (in such capacity, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe "Paying Agent"). All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as DepositorCertificate Registrar, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], Transferred Certificate with the full right to transfer the Excess Servicing Fee Right such Certificate free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right any Certificate under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of the Excess Servicing Fee Right any Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right any Certificate pursuant to the Securities Act or any state securities laws. Very truly yours, ----------------------------------------- (Transferor) By: -------------------------------------- Name: ------------------------------------ Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx ----------------------------------- EXHIBIT D-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [DATE] Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing Association, as Certificate Registrar Xxxxx Fargo Center Sixth Street and Marquette Avenue MAC D1086 120#N9303-121 Minneapolis, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015Minnesota 55479-LC20 Asset Manager 0113 Attention:________Corporate Trust Services (CMBS) Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 TOP15 (the "Certificates") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of the Excess Servicing Fee Right with respect to the Class ______ Certificates having an initial Certificate Balance or Notional Amount as of July ___, 2004 (the "Settlement Date") of $__________ Mortgage Loan[s] established under (the "Transferred Certificates"). The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of March July 1, 2015 2004 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Xxxxxx Xxxxxxx Capital I Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsARCap Servicing, Inc., as Trust Advisorspecial servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Xxxxx Fargo Bank, National Association, as Certificate Administratorpaying agent (in such capacity, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe "Paying Agent"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master ServicerCertificate Registrar, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust Series 2004-Top15), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 HQ4)

Other. (Describe) ___________________________________________ _____________________________________________________________ _____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services Group-- LB-UBS Commercial Mortgage Trust 2006-C1 Re: LB-UBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of January 11, 2006 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1)

Other. (Describe) ____________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]XXXXX FARGO BANK, NATIONAL ASSOCIATION as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxXxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015WFRBS 2011-LC20 C5 Re: Xxxxx Fargo WFRBS Commercial Mortgage Trust 20152011-LC20C5, Commercial Mortgage Pass-Through Certificates, Series 20152011-LC20 C5 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March November 1, 2015 2011 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., Inc. as depositor, Xxxxx Fargo Bank, National Association, Association [as master servicer, Xxxxx Fargo Bank, National Association], as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital AdvisorsMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (in such capacity, the “Special Servicer”), Trimont TriMont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, Deutsche Bank Trust Company Americas as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer By: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. [________________] [__________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx ______] Re: Xxxxx Fargo WFRBS Commercial Mortgage Trust 20152011-LC20C5, Commercial Mortgage Pass-Through Certificates, Series 20152011-LC20 C5 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March November 1, 2015 2011 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, [as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association], as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington TrustMidland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, TriMont Real Estate Advisors, Inc., as Trust Advisor, and Deutsche Bank Trust Company Americas, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor Transferee hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s]), with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx [________________] [________________] Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager [________________] [________________] Re: Xxxxx Fargo WFRBS Commercial Mortgage Trust 20152011-LC20C5, Commercial Mortgage Pass-Through Certificates, Series 20152011-LC20 C5 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March November 1, 2015 2011 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as [Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association], as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington TrustMidland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, TriMont Real Estate Advisors, Inc., as Trust Advisor, and Deutsche Bank Trust Company Americas, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.and

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-6 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of July 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ____________________________ Name: Title: Dated: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of July 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-6 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ________________________________ Name: ______________________________ Title: _______________________________ Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of July 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-6 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: _____________________________ Name: ___________________________ Title: ____________________________ Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of HarborView Mortgage Loan Trust 2007-6, Mortgage Loan Pass-Through Certificates, Series 2007-6, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Xxxxx Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, National Association 0000 00xx Xxxxxx N.A. 9000 Xxx Xxxxxxxxx Xx. Xxxxxxxx, XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 2015-LC20, Commercial Mortgage Loan Pass-Through Certificates, Series 20152007-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 6, Class R Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. The Transferee either (x) is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2007-5, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March July 1, 2015 2007 (the “Pooling and Servicing Agreement”), ) among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Greenwich Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsFinancial Products, Inc., as Trust AdvisorSeller, Xxxxx Wxxxx Fargo Bank, National AssociationN.A., as Certificate Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Tax Administrator Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and Wilmington Trust, National Association, as Trusteethe Certificate Registrar have received a certificate from such transferee in the form hereof. All capitalized terms Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings set forth assigned to them in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (HarborView 2007-6), Pooling and Servicing Agreement (HarborView 2007-6)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Except as expressly modified in this First Amendment, the above Mortgage File (or requested portion thereof) will be held by Development Agreement shall remain in full force and effect and the undersigned in accordance with the provisions parties hereto acknowledge, confirm and ratify all of the Pooling terms and Servicing Agreement and will be returned to you or your designee within ten days conditions of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Development Agreement. [__________________________]EXECUTED as of the date first above written by duly authorized officers of the parties hereto, as the Master Servicer intending to be legally bound hereby. CITY OF XXXXXXX By: NameXxx Xxxxxxxxxx, Mayor ATTEST: TitleBy: Xxxxxx Xxxxxx, City Clerk APPROVED AS TO FORM: By: Xxxxx Fargo BankX. Xxxx, National Association 0000 00xx Xxxxxx City Attorney PNW RIVERFRONT, L.L.C. a Washington limited liability company By: PNW HOMEBUILDERS NORTH, L.L.C. a Washington limited liability company Its: Manager By: PNW HOME BUILDERS, L.L.C. a Washington limited liability company Its: Sole Member a Washington corporation Its: Manager By: XXXX X. XXXXX RIVERFRONT COMMERCIAL, L.L.C. a Washington limited liability company By: PNW HOMEBUILDERS NORTH, L.L.C. a Washington limited liability company Its: Manager By: PNW HOME BUILDERS, L.L.C. a Washington limited liability company Its: Sole Member a Washington corporation Its: Manager By: XXXX X. XXXXX PARCEL A: THE WEST HALF OF BLOCK 2 AND ALL OF BLOCK 3, X.X. XXXXX ACRE TRACTS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 4 OF PLATS, PAGE 11, INCLUSIVE IN SNOHOMISH COUNTY, WASHINGTON; TOGETHER WITH THE VACATED ALLEY IN SAID BLOCK 3 AND; THAT PORTION OF VACATED MAPLE STREET ADJOINING PER CITY OF XXXXXXX ORDINANCE NO. 480- 77, RECORDED UNDER RECORDING NUMBER 7711040307, WHICH UPON VACATION, ATTACHED TO SAID PROPERTY BY OPERATION OF LAW. PARCEL B: ALL THAT PORTION OF GOVERNMENT XXX 0, XXXXXXX 00, XXXXXXXX 00 XXXXX, XXXXX 5 EAST, X.X., DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID GOVERNMENT XXX 0, XXXXX XXX XXXXXX XX XxxxxxxxxxxXXXXXXX 00, Xxxxxxxxx 00000 Attention: WFCM 2015XXXXXXXX 00 NORTH, RANGE 5 EAST, X.X., THENCE EAST ALONG THE SOUTH LINE OF GOVERNMENT LOT 3 FOR 1,019.4 FEET TO THE EASTERLY MARGIN OF THE GREAT NORTHERN RAILROAD RIGHT OF WAY (NOW BURLINGTON NORTHERN RIGHT OF WAY); THENCE NORTHERLY ALONG SAID RIGHT OF WAY LINE TO THE SOUTH BOUNDARY OF BLOCK 805, PLAT OF EVERETT LAND COMPANY'S FIRST ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 3, OF PLATS, PAGE 20, THENCE WESTERLY ALONG SAID BOUNDARY OF SAID PLAT TO THE NORTH SOUTH CENTERLINE OF THE AFORESAID SECTION 29; THENCE SOUTH ALONG SAID CENTERLINE TO THE POINT OF BEGINNING; EXCEPT THE RIGHT OF WAY OF THE NORTHERN PACIFIC RAILROAD AND GREAT NORTHERN RAILROAD (BURLINGTON-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”NORTHERN RIGHT OF WAY), among Xxxxx Fargo Commercial Mortgage SecuritiesBOTH OPERATING AND NON-OPERATING; AND EXCEPT 00XX XXXXXX AS EXTENDED; AND EXCEPT THOSE PORTIONS THEREOF LYING NORTHERLY OF THE GREAT NORTHERN RIGHT OF WAY; AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF XXXXXXX BY DEED REOCORDED UNDER AUDITOR'S FILE NUMBER 200510040323, Inc.RECORDS OF SNOHOMISH COUNTY, as depositorWASHINGTON, Xxxxx Fargo BankSITUATE IN THE COUNTY OF SNOHOMISH, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan NoSTATE OF WASHINGTON.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Development Agreement

Other. (Describe) _____________________________________________)____________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. as [__________________________], as the General] [NCBFSB] Master Servicer By: ----------------------------------------- Name: Title: Xxxxx EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE [Date] Wells Fargo BankBank Minnesota, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A. 751 Kasota Avenue, Xxxxxxxxx 00000 Suite MDC Minneapxxxx, MN 55414 Attention: WFCM 2015-LC20 ReMortgaxx Xxxxxxxx Xxxxxxx (XXXX) Xx: Xxxxx Fargo Commercial Xxxxxx Xxxxxx Xxrst Boston Mortgage Trust 2015-LC20Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 20152003-LC20 C3 ---------------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as custodian trustee under a certain Pooling and Servicing Agreement, dated as of March June 1, 2015 2003 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Credit Suisse First Boston Mortgage SecuritiesSecurities Corp. as depositor, KeyCorp Real Estate Capital Markets, Inc., as depositor, Xxxxx Fargo Bank, National Association, as general master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacity, the “Custodian”"General Master Servicer"), Rialto Capital AdvisorsARCap Servicing, LLCInc., as general special servicer (in such capacity, the "General Special Servicer"), Trimont Real Estate AdvisorsNCB, Inc.FSB, as trust advisor and Wilmington TrustNCBFSB master servicer (in such capacity, the "NCBFSB Master Servicer"), National AssociationConsumer Cooperative Bank, as trusteeco-op special servicer (in such capacity, the "Co-op Special Servicer") and you as trustee (in such capacity, the "Trustee"), the undersigned as the [General] [Co-op] Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mor Sec Corp Com Cer Ser 2003-C3)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Sale and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement. ------------------------------------- [Name of Servicer] By: ---------------------------------- Name: Title: Servicing Officer EXHIBIT C-2 REQUEST FOR TEMPORARY RELEASE Available Upon Request EXHIBIT D FORM OF ADVANCE NOTICE ------------------- Date [Addressed to Holder of Class G Certificates] In connection with that certain Sale and Servicing Agreement (the "Sale and Servicing Agreement") dated as of March 30, 2005 by and among Financial Asset Securities Corp., as Depositor, Deutsche Bank National Trust Company, as Indenture Trustee, GreenPoint Mortgage Funding, Inc, as Servicer and Originator, Greenwich Capital Financial Products, Inc., as Seller and GreenPoint Mortgage Funding Trust 2005-HE1, as Issuer (the "Sale and Servicing Agreement"), the undersigned Servicer hereby requests that you make an advance to the Issuer in the amount of $________________________________________________________ (such amount to be deposited into the Reserve Account no later than [date [[two]] Business Days prior to next Payment Date] in accordance with Section 2.01(b) of the Sale and Servicing Agreement), in respect of the following Draw[s]: Loan no.: Date of Draw: Amount of Draw: [Loan no.: Date of Draw: Amount of Draw:] Total amount of Draws: Amount of total covered by Principal Remittance Amount: Capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement. ------------------------------------- [Name of Servicer] By:__________________________________ Name: Title: EXHIBIT E LOAN DATA REMITTANCE REPORT Available Upon Request EXHIBIT F SUBSEQUENT TRANSFER AGREEMENT Pursuant to this Subsequent Transfer Instrument, dated ________________________________________________________________________________________________________________ The undersigned acknowledges that , 2005 (the above Mortgage File "Instrument"), between Financial Asset Securities Corp. as seller (or requested portion thereof) will be held by the undersigned in accordance with the provisions "Depositor"), and Deutsche Bank National Trust Company as indenture trustee of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofGreenPoint Mortgage Funding Trust 2005-HE1, unless the Mortgage Loan has been paid in fullAsset-Backed Notes, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]Series 2005-HE1, as purchaser (the Master Servicer By: Name: Title: Xxxxx Fargo Bank"Indenture Trustee"), National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with and pursuant to the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling Sale and Servicing Agreement, dated as of March 130, 2015 2005 (the “Pooling "Sale and Servicing Agreement"), among Xxxxx Fargo Commercial the Depositor, GreenPoint Mortgage SecuritiesFunding, Inc.Inc. as originator and servicer (the "Originator" and the "Servicer"), Greenwich Capital Financial Products, Inc. as depositorseller (the "Seller"), Xxxxx Fargo Bank, National Association, GreenPoint Mortgage Funding Trust 2005-HE1 as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator issuer (the "Trust") and as custodian (in such capacitythe Indenture Trustee, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacitySeller, the “Special Servicer”)Depositor and the Indenture Trustee agree to the sale by the Seller to the Depositor and the sale by the Depositor to the Indenture Trustee in trust, Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington on behalf of the Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File Loans listed on the attached Schedule of Mortgage Loans (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such "Subsequent Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the requestLoans"), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling Sale and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Greenpoint Mortgage Funding Trust 2005-He1)

Other. This Agreement, the initialed Schedules, and any documents explicitly referred to therein, constitute the entire agreement between the parties, supersede any and all previous agreements authorizing Partner to distribute the Programs to third parties and no representation, condition, understanding or agreement of any kind, oral or written, shall be binding upon the parties unless incorporated herein. This Agreement may not be modified or amended, nor will the rights of either party be deemed waived, except by an agreement in writing signed by authorized representatives of Partner and Sybase. Purchase orders shall be binding as to the products and services ordered, and the site for delivery of Programs or performance of services as set forth on the face side of or a special attachment to the purchase order. Other terms and preprinted terms on or attached to any purchase order shall be void. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to its conflict of laws rules or the United Nations Convention on the International Sale of Goods. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the provision. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. ACCEPTED AND AGREED ON BEHALF OF: NetObjects, Inc. (Describe"Partner") _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Sybase, Inc. ("Sybase") /s/ Xxxxxx Xxxxxxxxxx /s/ Xxxxxxxx X. Xxxxxx ----------------------------------- -------------------------------------- (Authorized Signature) (Authorized Signature) Xxxxxx Xxxxxxxxxx Xxxxxxxx X. Xxxxxx ----------------------------------- --------------------------------------- (Printed Name) (Printed Name) Vice President, General EVP Business Development 6/30/97 Counsel and Secretary 6/30/97 ----------------------------------- --------------------------------------- (Title) (Date) (Title) (Date) SCHEDULE A - SILVER LEVEL TO THE COMMERCIAL APPLICATION PARTNER AGREEMENT DEVELOPMENT TOOL PARTNER FEES AND GUIDELINES ------------------------------------------------------------------------------- TERRITORY United States and Canada; however, Partner may sell application-specific deployment seats worldwide. ------------------------------------------------------------------------------- INITIAL FEE $[***] ANNUAL RENEWAL FEE $[***] ONLY ONE INITIAL AND ANNUAL FEE REQUIRED PER AGREEMENT. ------------------------------------------------------------------------------- EVALUATION COPIES Entitled to 90-Day Evaluation Copies. ------------------------------------------------------------------------------- DISCOUNT FOR SOFTWARE Sybase will check block and initial if authorized to PROGRAMS sell: / / DEVELOPMENT TOOLS / / DESIGN TOOLS / / WORKPLACE DATABASES Discounts for the above Mortgage File (or requested portion thereof) will software Programs are specified in the then-current Development Tools Partner Products Price List. ------------------------------------------------------------------------------- DISCOUNT FOR SALE OF [***] discount off then-current Price List on technical END-USER TECHNICAL support offerings that Sybase makes generally available SUPPORT OR UPGRADE to its customers. SUBSCRIPTIONS [***] discount off then-current Price List on upgrade subscriptions. PARTNER SHALL NOT SELL RENEWALS OF EITHER UPGRADE SUBSCRIPTIONS OR TECHNICAL SUPPORT. ------------------------------------------------------------------------------- COMMISSION INCENTIVES When a Partner refers Sybase to a potential sale and has significantly influenced the customer decision to purchase the software Programs, Partner may be held by the undersigned eligible to receive a commission. All commissions shall be in accordance with the provisions Sybase then-current policy which Sybase may change at its sole discretion from time to time. ------------------------------------------------------------------------------- DISCOUNT FOR PARTNER [***] discount off then-current Price List on any TECHNICAL SUPPORT commercially available end-user technical support offering. ------------------------------------------------------------------------------- DISCOUNT FOR PARTNER [***] discount off then-current Price List on any TRAINING Sybase standard training rates for Partner employees or agents trained at Sybase or Powersoft public training centers. ------------------------------------------------------------------------------- ACCEPTED AND AGREED: (MT) 6/30/97 MG 6/30/97 ---------------------------- -------------------------- (PARTNER INITIALS) (Date) (SYBASE INITIALS) (Date) DEVELOPMENT TOOLS PRODUCTS LIST AND ALL DISCOUNTS ARE SUBJECT TO CHANGE UPON 30 DAYS PRIOR WRITTEN NOTICE. *** Portions of the Pooling this exhibit have been omitted and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection filed separately with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Commission pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established a request for confidential treatment under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities lawsRule 406. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Commercial Application Partner Agreement (Netobjects Inc)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Company covenants and agrees to indemnify the above Mortgage File (or requested portion thereof) will Agent as provided for in Schedule B attached hereto. This letter agreement shall be held governed by the undersigned and construed in accordance with the provisions laws of the Pooling Province of British Columbia and Servicing Agreement and will be returned to you or the laws of Canada applicable therein. If this letter accurately reflects your designee within ten days understanding of the terms of our receipt thereofengagement and you agree to be legally bound thereby, unless please execute this letter agreement (in counterparts, if necessary) where indicated below and return a copy thereof (by facsimile and by courier) to Canaccord Capital Corporation (Attention: Xxxxx X. Xxxxxx). Yours truly, CANACCORD CAPITAL CORPORATION /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President and Director The foregoing accurately reflects the Mortgage Loan has been terms and the transaction which we hereby agree to enter into and the undersigned agrees to be legally bound. Acknowledge and agreed this 13th day of October, 1999. MDU COMMUNICAITONS INTERNATIONAL INC. Per: /s/ --------------------------------------------- Authorized Signatory SCHEDULE A PRO FORMA SHARE STRUCTURE OF MDU COMMUNICATIONS INTERNATIONAL INC. NUMBER OF SHARES $ RAISED (000) (000) ----- ----- Shares restricted l-44 5,900 Float 3,991 Private Placement 2,000 $1,000 Corp. Fees 200 I.P.O. (estimated) 2,500 2,500 ----- ----- TOTAL 14,591 3,500 ====== ===== Estimated Future warrants options, etc. 2,500 $3,000 ----- ------ TOTAL FULLY DILUTED 17,091 $6,500 ====== ====== SCHEDULE "B" MDU Communications International Inc. (the "Indemnitor") hereby agrees to indemnify and hold Canaccord Capital Corporation and/or any of its subsidiary companies and/or divisions (hereinafter referred to as the "Agent") and each and every one of the directors, officers, employees and shareholders of the Agent (hereinafter referred to as the "Personnel") harmless from and against any and all expenses, losses, claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in fullreasonable settlement of any actions, in which case the Mortgage File (suits, proceedings or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”claims), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (the reasonable fees and expenses of its counsel that may be incurred in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer advising with respect to and/or defending any claim that may be made against the following described Mortgage Loan hereby requests a release Agent to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the Mortgage File (or performance of professional services rendered to the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held Indemnitor by the undersigned in accordance with the provisions of the Pooling Agent and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full its Personnel hereunder or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (matters referred to in the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect attached letter agreement, provided, however, that this indemnity shall not apply to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as extent that a court of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein competent jurisdiction in a final judgment that has become non-appealable shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, determine that: 1. The Transferor is i. the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from Agent or its Personnel have been negligent or dishonest or have committed any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest fraudulent act in the Excess Servicing Fee Right course of such performance; and ii. the expenses, losses, claims, damages or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933liabilities, as amended to which indemnification is claimed, were directly caused by the negligence, dishonestly or fraud referred to in (the “Securities Act”I), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Mutual Release (Mdu Communications International Inc)

Other. (Describe) ______________________________________ ________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [MASTER SERVICER] By: __________________________], as the Master Servicer By: ___________ Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE [TRUSTEE] Attention: WFCM 2015-LC20 Re: Xxxxx Fargo [_________________]-- CWCapital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2015-LC20200[_]-[___] Re: CWCapital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 200[_]-[___] In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1, 2015 [______________] (the "Pooling and Servicing Agreement"), by and among Xxxxx Fargo CWCapital Commercial Mortgage Securities, Inc., Funding Corp. as depositor, Xxxxx Fargo Bank, National Association, [______________] as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacitythe "Master Servicer"), the “Custodian”), Rialto Capital Advisors, LLC, undersigned as special servicer (in such capacity, the "Special Servicer") and you as trustee (the "Trustee"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)

Other. (Describe) _____________________________________ ________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]WACHOVIA BANK, as the Master Servicer NATIONAL ASSOCIATION] [NAME OF MASTER SERVICER] By: ----------------------------------- Name: Title: Xxxxx Fargo Bank, EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 135 South LaSalle Xxxxxx, Xxxxx 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 AttentionXxxxxxxxx: WFCM 2015Xxxxx-LC20 Re: Xxxxx Fargo Backed Securities Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 20152003-LC20C1 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through Certificates, Series 20152003-LC20 C1 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1June 30, 2015 2003 (the "Pooling and Servicing Agreement"), by and among Xxxxx Fargo Greenwich Capital Commercial Mortgage Securities, Inc., Funding Corp. as depositor, Xxxxx Fargo Wachovia Bank, National Association, Association as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacitythe "Master Servicer"), the “Custodian”), Rialto Capital Advisors, LLC, undersigned as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., you as trust advisor trustee (the "Trustee") and Wilmington Trust, National Association, ABN AMRO Bank N.V. as trusteefiscal agent, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Fund Corp Comm Mort Tr 2003-C1)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Servicer]] By:__________________________________ Name: Title: Servicing Officer EXHIBIT G-1 FORM OF RECEIPT OF MORTGAGE NOTE RECEIPT OF MORTGAGE NOTE Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-3 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of April 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Claxxxx Xxxed Income Services Inc., as credit risk manager and Welxx Xxrgo Bank, N.A., as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. Deutsche Bank National Trust Company, as Custodian By: Name: Title: Dated: EXHIBIT 1 MORTGAGE LOAN SCHEDULE [To be retained in a separate closing binder entitled “HarborView 2007-3 Mortgage Loan Schedule” at the Washington DC offices of McKxx Xxxxxx XXP] EXHIBIT 2 EXCEPTION REPORT [To be retained in a separate closing binder entitled “HarborView 2007-3 Mortgage Loan Schedule” at the Washington DC offices of McKxx Xxxxxx XXP] EXHIBIT G-2 FORM OF INTERIM CERTIFICATION OF TRUSTEE INTERIM CERTIFICATION OF TRUSTEE [date] Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of April 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Claxxxx Xxxed Income Services Inc., as credit risk manager and Welxx Xxrgo Bank, N.A., as Trustee, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-3 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. WELXX XXRGO BANK, N.A., as Trustee By: _____________________________________ Name: ___________________________________ Title: ____________________________________ EXHIBIT G-3 FORM OF FINAL CERTIFICATION OF TRUSTEE FINAL CERTIFICATION OF TRUSTEE [date] Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of April 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Claxxxx Xxxed Income Services Inc., as credit risk manager and Welxx Xxrgo Bank, N.A., as Trustee, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-3 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. WELXX XXRGO BANK, N.A., as Trustee By: _____________________________________ Name: ___________________________________ Title: ____________________________________ EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Welxx Xxrgo Bank, N.A., as trustee on behalf of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-3, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Welxx Xxrgo Bank, N.A. and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. EXHIBIT I-1 FORM OF ERISA REPRESENTATION FOR RESIDUAL CERTIFICATE [Date] Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Xxxxx Fargo Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Welxx Xxrgo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A. 9060 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 AttentionXttention: WFCM 2015Client Service Manager - HarborView 2007-LC20 3 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 2015-LC20, Commercial Mortgage Loan Pass-Through Certificates, Series 20152007-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 3, Class R Certificate Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold or otherwise disposed is not an employee benefit plan subject to Section 406 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest in the Excess Servicing Fee Right as amended (“ERISA”), or any other similar security a plan or arrangement subject to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode)) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or would render firm commitment underwriting or private placement that meets the disposition requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been Code and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, subject the Trustee, the Certificate Administrator Registrar, the Servicer or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of April 1, 2007 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Claxxxx Xxxed Income Services Inc., as credit risk manager and Welxx Xxrgo Bank, N.A., as Trustee, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and the Certificate Registrar have received a certificate from such transferee in the form hereof. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2007-3)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ --------------------------------------------- ------------------------------------------------------------------------------ C-1 1 The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [[ ] as a Master Servicer By:__________________________], as the Master Servicer By: _________ Name: Title: Xxxxx Fargo Bank, EXHIBIT C-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE [Date] LaSalle Bank National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx135 South LaSalle Street Suite 1625 Chicago, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 ReIllinois 60603 Attenxxxx: Xxxxx Fargo Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx--Xxxx Stearns Commercial Mortgage Trust 2015Securities Inc., 2004-LC20PWR3 Xx: Xxxr Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Xxxtgage Pass-Through Certificates, Series 20152004-LC20 PWR3 ------------------------------------------------------------ In connection with the administration of the Mortgage Files held by or on behalf of you as custodian trustee under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 2004 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Bear Stearns Commercial Mortgage Securities, Inc., Securities Inc. as depositor, Xxxxx Fargo BankPrudentxxx Xxxet Resources, National Association, Inc. as a master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator servicer and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as Lion Industrial Portfolio special servicer (in such capacity, the "Lion Industrial Portfolio Special Servicer"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington TrustWells Fargo Bank, National Association, as trusteea master servicer, as xxxxxficate administrator and as tax administrator, ARCap Servicing, Inc. as general special servicer (in such capacity, the "General Special Servicer"), ABN AMRO Bank N.V., as fiscal agent, The Prudential Insurance Company of America, as Lion Industrial Portfolio Non-Pooled Subordinate Noteholder and you as trustee (in such capacity, the "Trustee"), the undersigned as the [Lion Industrial Portfolio] [General] Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

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

Other. (Describe) ______________________________________________The undersigned acknowledges that the above Trustee Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you, except if the Mortgage Loan has been paid in full, repurchased or substituted for by a Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File will be retained by us permanently), when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Name of [Master] [Special] Servicer] By: ___________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [Date] Xxxxx Fargo BankBank Minnesota, National Association 0000 00xx Xxxxxx XX Association, as Certificate Registrar Norwest Center Sixth and Marquette Xxxxxxxxxxx, Xxxxxxxxx XX 00000 Attention: WFCM 2015Corporate Trust Services (CMBS) MAC #N9309-LC20 121 Re: Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Trust 2015-LC20Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20152001-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing AgreementTOP2, dated as of March 1, 2015 Class __ (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below"Certificates") held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and GentlemenDear Sirs: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of Class ___ Certificates [having an initial Certificate Balance or Notional Amount as of May __, 2001 (the Excess Servicing Fee Right with respect to the "Closing Date") of $__________] [evidencing a _______ Mortgage Loan[s% Percentage Interest in the related Class] established under (the "Transferred Certificates"). The Transferred Certificates were issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March May 1, 2015 (the “Pooling and Servicing Agreement”)2001, among Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Securities, Securities Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLCGMAC Commercial Mortgage Corporation, as Special Servicerspecial servicer, Trimont Real Estate Advisors, Inc.Lasalle Bank National Association, as Trust Advisortrustee, Xxxxx Fargo BankBank Minnesota, National Association, as Certificate Administratorpaying agent and certificate registrar and ABN AMRO Bank N.V., as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteefiscal agent. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as DepositorCertificate Registrar, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Other. (Describe) ______________________________________________ _________________________________________________________________ _________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [CAPMARK FINANCE INC.] [MIDLAND LOAN SERVICES, INC.] By: ------------------------------------- Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services (CMBS) Citigroup Commercial Mortgage Securities, Series 2008-C7 Re: Citigroup Commercial Mortgage Trust 2008-C7 Commercial Mortgage Pass-Through Certificates, Series 2008-C7 In connection with the administration of the Mortgage Files held by you as Trustee (or by a Custodian on your behalf), under that certain Pooling and Servicing Agreement dated as of April 1, 2008 (the "Pooling and Servicing Agreement"), by and between Citigroup Commercial Mortgage Securities Inc., as depositor, Capmark Finance Inc. and Midland Loan Services, Inc., as master servicers (the "Master Servicers"), LNR Partners, Inc., as special servicer (the "Special Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Trustee or by a Custodian on your behalf, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold Collection Account or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered Loan Combination Custodial Account pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2008-C7)

Other. (Describe) _____________________________________________________---- ------------------ The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned, except if the Mortgage Loan has been paid in full or repurchased (in which case the Mortgage File will be retained by us permanently) when no longer required by us for such purpose. Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [SERVICER] By:____________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Name: Title: EXHIBIT H FORM OF INVESTOR REPRESENTATION LETTER [date] Credit Suisse First Boston Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling Securities Corp. 11 Madison Avenue, 5th Floor New York, New York 10010 U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 Re: Chevy Chase Bank, F.S.B. Mortgage-Backed Pass-Through Certificates, Series 1998-CCB1 Ladies and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Gentlemen: [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 ] (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect "Purchaser") intends to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. purchase from [__________________________]] (the "Seller") the Chevy Chase Bank, as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage F.S.B. Mortgage- Backed Pass-Through Certificates, Series 20151998-LC20 CCB1 [Class S] [Class R] (together, the "Certificates”) Ladies and Gentlemen: This letter is delivered "), issued pursuant to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2015 1998 among Credit Suisse First Boston Mortgage Securities Corp., as Depositor (the “Pooling and Servicing Agreement”"Company"), among Xxxxx Fargo Commercial Mortgage SecuritiesChevy Chase Bank, Inc.F.S.B., as Depositorseller and servicer, Xxxxx Fargo Bank, and U.S. Bank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as trustee (the "Trustee"). All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor Purchaser hereby certifies, represents and warrants to youto, as Depositorand covenants with, the Company and the Trustee that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has Purchaser understands that (a) offered, transferred, pledged, sold the Certificates have not been and will not be registered or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right qualified under the Securities Act of 1933, as amended (the “Securities "Act”)") or any state securities law, (b) the Company is not required to so register or would render qualify the disposition Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to the provisions of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities lawslaw, or would require if an exemption from such registration or and qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yoursis available, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”d) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as Agreement contains restrictions regarding the transfer of March 1, 2015 the Certificates and (e) the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have Certificates will bear a legend to the respective meanings set forth in the Pooling and Servicing Agreementforegoing effect. 2. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee Purchaser is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) Certificates for its own account for investment only and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, thereof in any manner which that would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 23. The Transferee understands that Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and experience in financial and business matters, and, in particular, in such matters related to securities similar to the Excess Servicing Fee Right has not been Certificates, such that it is capable of evaluating the merits and will not be registered under risks of investment in the Securities Act or registered or qualified under any applicable state securities lawsCertificates, (b) none able to bear the economic risks of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, such an investment and (c) an "accredited investor" within the Excess Servicing Fee Right may not be resold or transferred unless it is (imeaning of Rule 501(a) registered promulgated pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor Act. 4. The Purchaser has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreementbeen furnished with, and has had an opportunity to review (Ba) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 copy of the Pooling and Servicing AgreementAgreement and (b) such other information concerning the Certificates, which provisions it the Mortgage Loans and the Company as has carefully reviewedbeen requested by the Purchaser from the Company or the Seller and is relevant to the Purchaser's decision to purchase the Certificates. The Purchaser has had any questions arising from such review answered by the Company or the Seller to the satisfaction of the Purchaser.

Appears in 1 contract

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

Other. (Describe) The undersigned acknowledges that the above Custodial File will be held by the undersigned in accordance with the provisions of the Pooling Agreement and will be returned to you within ten days of our receipt of the Custodial File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Custodial File will be retained by us permanently). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Custodial Agreement. Name of Master Servicer (or Servicer) By: ------------------------------- Name: Title: Servicing Officer EXHIBIT B-5 FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT I _________________________, being duly sworn, do hereby state under oath that: 1. I am a duly elected ______________________ of Maia Mortgage Finance Statutory Trust, Inc. (the "Company") and am duly authorized to make this affidavit. 2. This affidavit is being delivered in connection with the transfer of the Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the Pooling Agreement dated as of September 1, 2006, among the Company as seller, HSBC Bank USA, National Association as trustee, Xxxxx Asset Securitization, Inc., as depositor, and Xxxxx Fargo Bank, N.A., as master servicer and securities administrator, relating to the Luminent Mortgage Trust 2006-6 Mortgage Pass-Through Certificates, Series 2006-6 (the "Pooling Agreement"). 3. The [ ] is the payee under the following described Mortgage Note ("Mortgage Note") which evidences the obligation of the borrower(s) to repay the Mortgage Loan: Loan Number: _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Custodial Agreement (Luminent Mortgage Trust 2006-6)

Other. No party who may seek indemnification hereunder shall settle any matter without the prior written consent of the other party, which consent will not be unreasonably withheld. The foregoing agreements shall be in addition to any rights that either party may have at common law or otherwise. SCHEDULE III TO STRATEGIC ALLIANCE AGREEMENT FORM OF WARRANT THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (Describe) THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. Warrant No.____________________________________________________________________________ ***TRAINING DEVICES INTERNATIONAL, INC.*** WARRANT TO PURCHASE SHARES OF COMMON STOCK WARRANT TO PURCHASE ______________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File SHARES (or requested portion thereofSUBJECT TO ADJUSTMENT AS SET FORTH HEREIN) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofEXERCISE PRICE $ [PRICE] PER SHARE (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN) VOID AFTER 3:00 P.M., unless the Mortgage Loan has been paid in fullMOUNTAIN TIME, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. ON [__________________________END DATE] THIS CERTIFIES THAT [NAME], as [ADDRESS] is entitled to purchase from Training Devices Inc., a Colorado corporation (hereinafter called the Master Servicer By: Name: Title: "Company") with its principal office located at 0000 Xxxxx Fargo BankXxxxxx Xxxxxxx, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxxx #0, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Xxxxxxxxx, Commercial Mortgage Pass-Through CertificatesXxxxxxxx 00000, Series 2015-LC20 In connection with at any time after 9:00 AM, on the administration date of the Mortgage Files held by or issuance but before 3:00 P.M., Mountain Time, on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 [five years after issuance] (the “Pooling and Servicing Agreement”"Termination Date"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian at the purchase price of [PRICE] per share (in such capacitythe "Exercise Price"), the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release number of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 shares (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”"Shares") of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 Company's Common Stock (the “Pooling "Common Stock") set forth above; provided that the Shares are vested. The number of Shares purchasable upon exercise of this Warrant and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., the Exercise Price per Share shall be subject to adjustment from time to time as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 4 below. This Warrant concerns the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is [BASE COMPENSATION SECTION OF] [(FIRST-FOURTH) SIMULATOR DESCRIBED IN THE INCENTIVE COMPENSATION SECTION OF] the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”Strategic Alliance Agreement referenced in Section 2.1(b) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverbelow. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Training Devices International Inc)

Other. (Describe.) ____________________________________________________The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Trust Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased (in which case the Mortgage File will be retained by us permanently). Capitalized terms used herein shall have the meanings ascribed to them in the Custodial Agreement. _____________________________________ _______________________________________________________________________________CENDANT MORTGAGE CORPORATION By: _________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo BankServicing Officer EXHIBIT E Assignment Agreement [INTENTIONALLY OMITTED] EXHIBIT F-1 STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE FIELD NAME DESCRIPTION FORMAT ---------- ----------- ------ INVNUM INVESTOR LOAN NUMBER Number no decimals SERVNUM SERVICER LOAN NUMBER, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxREQUIRED Number no decimals BEGSCHEDBAL BEGINNING SCHEDULED BALANCE FOR SCHED/SCHED Number two decimals BEGINNING TRAIL BALANDE FOR ACTUAL/ACTUAL, Xxxxxxxxx 00000 Attention: WFCM 2015REQUIRED SCHEDPRIN SCHEDULED PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED Number two decimals ACTUAL PRINCIPAL COLLECTED FOR ACTUAL/ACTUAL, REQUIRED, .00 IF NO COLLECTIONS CURT1 CURTAILMENT 1 XXXXXX, .00 IF NOT APPLICABLE Number two decimals CURT1DATE CURTAILMENT 1 DATE, BLANK IF NOT APPLICABLE DD-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015MMM-LC20YY CURT1ADJ CURTAILMENT 1 ADJUSTMENT, Commercial Mortgage Pass.00 IF NOT APPLICABLE Number two decimals CURT2 CURTAILMENT 2 XXXXXX, .00 IF NOT APPLICABLE Number two decimals CURT2DATE CURTAILMENT 2 DATE, BLANK IF NOT APPLICABLE DD-Through CertificatesMMM-YY CURT2ADJ CURTAILMENT 2 ADJUSTMENT, Series 2015.00 IF NOT APPLICABLE Number two decimals LIQPRIN PAYOFF, LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals OTHPRIN OTHER PRINCIPAL, .00 IF NOT APPLICABLE Number two decimals PRINREMIT TOTAL PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals INTREMIT NET INTEREST REMIT, INCLUDE PAYOFF INTEREST, Number two decimals .00 IF NOT APPLICABLE TOTREMIT TOTAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE Number two decimals ENDSCHEDBAL ENDING SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED Number two decimals ENDING TRIAL BALANCE FOR ACTUAL/ACTUAL .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF ENDACTBAL ENDING TRIAL BALANCE Number two decimals .00 IF PAIDOFF, LIQUIDATED OR FULL CHARGEOFF ENDDUEDATE ENDING ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT DD-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing AgreementMMM-YY ACTCODE 60 IF PAIDOFF, dated as of March 1BLANK IF NOT APPLICABLE Number no decimals ACTDATE ACTUAL PAYOFF DATE, 2015 (the “Pooling and Servicing Agreement”)BLANK IF NOT APPLICABLE DD-MMM-YY INTRATE INTEREST RATE, among Xxxxx Fargo Commercial Mortgage SecuritiesREQUIRED Number seven decimals Example .0700000 for 7.00% SFRATE SERVICE FEE RATE, Inc.REQUIRED Number seven decimals Example .0025000 for .25% PTRATE PASS THRU RATE, as depositorREQUIRED Number seven decimals Example .0675000 for 6.75% PIPMT P&I CONSTANT, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:REQUIRED Number two decimals .00 IF PAIDOFF EXHIBIT F-2 STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Deal Identifier by Loan 2. SBO Loan Number 3. Loan Number 4. Investor Loan Number 5. Street Address 6. City 7. State 8. Zip Code 9. Original Loan Amount 10. Origination Date 11. First Payment Date 12. Current Loan Amount 13. Current Interest Rate 14. Current P&I Payment Amount 15. Scheduled Balance 16. Scheduled Due Date 17. Next Rate Adjustment Date 18. Next Payment Adjustment Date 19. Loan Term 20. Loan Type 21. Servicing Fee Right”22. Product Type 23. Property Type 24. Ownership Code 25. Actual Due Date 26. Delinquency Status 27. Reason for Default 28. FC Flag 29. Date Loan Reinstated 30. FC Suspended Date 31. Reason Suspended 32. FC Start Date (referral date) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 233. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed Actual Notice of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities lawsIntent Date 34. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. cActual First Legal Date 35. Date Bid Instructions Sent 36. Date F/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as TrusteeC Sale Scheduled 37. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing AgreementForeclosure Actual Sale Date 38. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1Actual Redemption End Date 39. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2Occupancy Status 40. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3Occupancy Status Date 41. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.Actual Eviction Start Date 42. Actual Eviction Complete Date 43. Loss Mit Workstation Status 44. Loss Mit Flag 45. Loss Mit Type 46. Loss Mit Start Date 47. Loss Mit Approval Date

Appears in 1 contract

Samples: Servicing Agreement (Structured Asset Securities Corp Mort Pas-THR Cert Ser 2002-)

Other. (Describe) _______________________________________ ___________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [WACHOVIA BANK, NATIONAL ASSOCIATION By: __________________________], as the Master Servicer By: ________ Name: Title: Xxxxx Fargo Bank, EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx135 South LaSalle Street, Xxxxxxxxx 00000 Suite 1625 Chicago, Illinois 60603 Attention: WFCM 2015Xxxxx-LC20 Re: Xxxxxx Xxxxxxxxxx Xxxxx Fargo Xxxxxxxx Xxxxx-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 20152004-LC20GG1 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2004-GG1, Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 GG1 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1May 13, 2015 2004 (the "Pooling and Servicing Agreement"), by and among Xxxxx Fargo Greenwich Capital Commercial Mortgage Securities, Inc., Funding Corp. as depositor, Xxxxx Fargo Wachovia Bank, National Association, Association as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacitythe "Master Servicer"), the “Custodian”), Rialto Capital Advisors, LLC, undersigned as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., you as trust advisor trustee (the "Trustee") and Wilmington Trust, National Association, ABN AMRO Bank N.V. as trusteefiscal agent, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Pass-Through Certificates Series 2004-Gg1)

Other. (Describe) Time shall be of the essence for all purposes of this Agreement. As used herein, "business day" shall mean any day other than a day on which banks are permitted or required to be closed in New York City. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, NORTHERN STATES POWER COMPANY By: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE] By: FOR ITSELF OR THEMSELVES AND AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, IF ANY, NAMED IN SCHEDULE II TO THE FOREGOING AGREEMENT. 24 SCHEDULE I Underwriting Agreement dated Registration Statement No. 333- Representatives and Addresses: Bonds: Designation: Principal Amount: Supplemental Indenture dated as of: Date of Maturity: Interest Rate: ________________________________________________________________________________% per annum, payable _________ _______________________________________________________________________________________________________and _________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofeach year, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by ________commencing _________ (the “Transferor”) to Purchase Price: ________% of the principal amount thereof, plus accrued interest from _________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the date of payment and delivery. Public Offering Price: ________% of the principal amount thereof, plus accrued interest from _________ Mortgage Loan[s] established under to the Pooling date of payment and Servicing Agreementdelivery. Redemption Provisions: Payment to be made in federal (same day) funds. ____ Yes ____ No Closing Date and Location: Office for Delivery of Bonds: Office for Payment of Bonds: Office for Checking of Bonds: SCHEDULE II NAME AMOUNT Total FORM OF OPINION OF XXXX X. XXXXXXX Gentlemen: For the purpose of rendering this opinion, dated as of March 1I have examined the proceedings taken by Northern States Power Company, 2015 (a Minnesota corporation, herein called the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) "Company," with respect to the _________________ issue and sale by the Company of $[ ] principal amount of First Mortgage Loan[sBonds, Series due [ ], with herein called the full right to transfer "Bonds." In connection therewith I have participated in the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed preparation of the Excess Servicing Fee Rightproceedings for the issuance and sale of the Bonds including the Underwriting Agreement dated [ ], any interest [ ], between you and the Company relating to your purchase of the Bonds, herein called the "Agreement," and have either participated in the Excess Servicing Fee Right preparation of or any other similar security examined the Trust Indenture dated February 1, 1937, as previously amended and supplemented, and the Supplemental Indenture dated as of [ ], [ ], creating the Bonds, all from the Company to any person in any mannerBNY Midwest Trust Company, as successor Trustee (b) solicited any offer to buy or accept a transferwhich Trust Indenture, pledge or other disposition of as so amended and supplemented, and Supplemental Indenture are herein collectively called the Excess Servicing Fee Right, any interest "Indenture"). I also have participated in the Excess Servicing Fee Right preparation of or examined the registration statement and any other similar security from amendments thereto and the accompanying prospectuses and any person in any mannersupplements thereto, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right as filed under the Securities Act of 1933, as amended (the “Securities "Act"), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under Bonds. Whenever the Pooling and Servicing Agreementterms "Registration Statement" or "Prospectus" are used herein, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein they shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifiesMy examination has extended to all statutes, represents records, instruments, and warrants documents which I have deemed necessary to you, as examine for the Depositor and purposes of this opinion. I am of the applicable Master Servicer, opinion that: 1. The Transferee Company has been duly incorporated and is acquiring a legally existing corporation under the laws of the State of Minnesota; has corporate power, right, and authority to do business and to own property in the states of Minnesota, North Dakota and South Dakota in the manner and as set forth in the Prospectus; has corporate power, right and authority to receive Excess Servicing Fees own securities of its subsidiaries; is qualified to do business as a foreign corporation under the laws of the states of North Dakota and South Dakota; and has corporate power, right, and authority to make the Indenture and issue and sell the Bonds; 2. The authorized capital stock of the Company is as set forth in the Prospectus and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; 3. The Agreement has been duly authorized, executed, and delivered by the Company and is a valid and binding obligation of the Company, except to the extent that the provisions for indemnities may be held to be unenforceable as against public policy; 4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming that the Indenture is the valid and legally binding obligation of the Trustee, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to proceeds, products, rents, issues, or profits realized, and additional property acquired, after the commencement of a case under said Code, and except as enforcement of the provisions of the Indenture may be limited by the laws of the States of Minnesota, North Dakota and South Dakota (where property covered thereby is located) affecting the “Excess Servicing Fee Right”remedies for the enforcement of the security provided for in the Indenture (which state laws do not in my opinion make such remedies inadequate for the realization of the benefits of such security) for its own account for investment or except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and not with a view similar laws of general applicability relative to or for sale affecting creditors' rights or transfer remedies according to general equity principles whether such principles are considered in connection with any distribution thereof, in whole law or in partequity; 5. The issuance of the Bonds in accordance with the terms of the Indenture and the sale and delivery thereof pursuant to the provisions of the Agreement have been duly authorized by the Company; the statements made under the caption "Description of the First Mortgage Bonds" in the Prospectus, insofar as they purport to summarize provisions of documents specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; the Bonds have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the Agreement, will constitute valid and legally binding obligations of the Company enforceable (subject to the qualifications expressed in paragraph 4 above with respect to the validity and enforceability of certain of the provisions of the Indenture) against the Company in accordance with their terms and entitled to the benefits of the Indenture; 6. The statements under the caption "Description of the First Mortgage Bonds" in the Prospectus, insofar as they purport to summarize provisions of the documents specifically referred to therein, are accurate in all material respects; 7. Neither the execution and delivery of the Indenture or the Agreement, the consummation of the transactions contemplated thereby, the issuance and delivery of the Bonds nor the compliance by the Company with all the terms and provisions of the Indenture or the Agreement will result in a breach of any manner of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument known to me to which would violate the Securities Company is a party or in which the Company has a beneficial interest or by which it is bound or to which any of its property or assets is subject, or the Articles of Incorporation, as amended, or by-laws of the Company or, to the best of my knowledge, any order, rule or regulation applicable to the Company of any court or of any Federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its property; 8. The Registration Statement has become effective under the Act. The Prospectus Supplement (as defined in the Agreement) has been filed pursuant to Rule 424(b) under the Act, and no proceedings for a stop order have been instituted or to my knowledge are pending or threatened under Section 8(d) of the Act; the Minnesota Public Utilities Commission has issued its order approving the Company's capital structure which order authorizes the issuance of the Bonds; the Indenture has been duly qualified under the Trust Indenture Act of 19331939, as amended (the “Securities "Trust Indenture Act"); and no further approval of, authorization, consent, certificate or order of any applicable governmental body, federal, state or other, is required in connection with the issuance and sale of the Bonds by the Company to you as provided in the Agreement, except as may be required by state securities laws.; 29. The Transferee understands that At the time the Registration Statement became effective, the Registration Statement (aother than the financial statements and supporting schedules included or incorporated by reference therein, as to which no opinion is being expressed) complied as to form in all material respects with the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none requirements of the DepositorAct, the Trusteerules and regulations thereunder, Certificate Administrator the Trust Indenture Act and the rules and regulations thereunder; 10. I do not know of any legal or governmental proceedings required to be described in the Certificate Registrar is obligated so Prospectus which are not described as required nor of any contracts or documents of a character required to register be described in the Registration Statement or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not Prospectus or to be resold or transferred unless it is (i) registered pursuant filed as exhibits to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions Registration Statement which are exempt from such registration not described and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached filed as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.required;

Appears in 1 contract

Samples: Underwriting Agreement (Northern States Power Co)

Other. (Describea) Attached hereto as Schedule 7(a) are copies of the front page (or if the name of the Company or its subsidiaries is not on the front page, the first page where each such name appears) of the federal income tax returns filed by the Company and its Subsidiaries in the United States for the last THREE tax years. (b) Neither the COMPANY nor the BORROWER has never been involved in a bankruptcy, reorganization or Assignment for the Benefit of Creditors except (explain): (c) At the present time, there are not delinquent taxes owed by the COMPANY or the BORROWER (including, but not limited to, all payroll taxes, real estate or income taxes) except as follows: i. The COMPANY/each domestic subsidiary including the BORROWER participates in, maintains or provides a deferred compensation plan for the benefit of the COMPANY’s employees or a multi-employer plan as described in Section 4001(2)3 of the Employee Retirement Income Security Act (“ERISA”) of 1974 as amended. Yes __________ No _________ ii. A determination as to qualifications of this plan has been issued. Yes __________ No ____________ iii. Funding is current and in compliance with established requirements. Yes __________ No ____________ (e) The Insurance Broker/Agent for the COMPANY and the BORROWER is as follows: The undersigned undertakes to advise the AGENT of any change or modification whatsoever with respect to any of the foregoing matters. Until such notice is received by the AGENT, the AGENT shall be entitled to rely upon all of the foregoing and presume they are correct and accurate in all respects. Borrower: ARC DOCUMENT SOLUTIONS, LLC By: Name: Title: Promissory notes, or other instruments or evidence of indebtedness in favor of such person: FORM OF SECTION NON-BANK CERTIFICATE (For Lenders Not Organized under the Laws of the United States Reference is hereby made to the Credit Agreement, dated as of November 20, 2014, among ARC Document Solutions, LLC. (the “Borrower”), the lenders from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.12(e) or Section 8.05(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of, as applicable, a Revolving Loan Commitment (and related Loans and participations in L/C Obligations), Closing Date Term Loan, or Incremental Term Loan and corresponding Proportionate Shares, (as well as any Note(s) evidencing the foregoing) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (iii) it is not a “ten-percent shareholder” within the meaning of Section 871(h)(3)(B) of the IRC and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN or Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment. [Foreign Lender] By: Name: Title: [Address] Dated: ______________________, 20__ FORM OF NON-BANK CERTIFICATE (For Lenders Not Organized under the Laws of the United States Reference is hereby made to the Credit Agreement, dated as of November 20, 2014, among ARC Document Solutions, LLC. (the “Borrower”), the lenders from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.12(e) or Section 8.05(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of, as applicable, a Revolving Loan Commitment (and related Loans and participations in L/C Obligations), Closing Date Term Loan, or Incremental Term Loan and corresponding Proportionate Shares, (as well as any Note(s) evidencing the foregoing) (the “Assigned Interest”) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Assigned Interest, (iii) neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, (iv) none of its direct or indirect partners/members is a “ten-percent shareholder” within the meaning of Section 871(h)(3)(B) of the IRC and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the IRC. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E; or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment. [Foreign Lender] By: Name: Title: [Address] Dated: _________________________________________________________________, 20__ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Date] Xxxxx Fargo Bank, National Association as the Administrative Agent MAC D1109-019 0000 00xx Xxxx X.X. Xxxxxx XX XxxxxxxxxxxBlvd. Charlotte, Xxxxxxxxx 00000 NC 28262 Attention: WFCM 2015Syndication Agency Services Fax No. (000) 000-LC20 Re0000 E-mail: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx 1. Reference is made to that certain Pooling and Servicing Credit Agreement, dated as of March 1November 20, 2015 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Pooling and Servicing Credit Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian among: (in such capacity, the “Custodian”), Rialto Capital Advisors1) ARC DOCUMENT SOLUTIONS, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 Texas limited liability company (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing AgreementBorrower”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees ; (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer financial institutions party thereto from time to time (collectively, the “Lenders”); and the Depositor have received a certificate from the prospective transferee substantially (3) XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and as L/C Issuer. Unless otherwise indicated, all terms defined in the form attached as Exhibit F-3B to Credit Agreement have the Pooling and Servicing Agreementsame respective meanings when used herein. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Credit Agreement (Arc Document Solutions, Inc.)

Other. (Describe) The undersigned acknowledges that the above Custodial File will be held by the undersigned in accordance with the provisions of the Transfer and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Custodial File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Custodial File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Custodial File will be returned when no longer required by us for such purpose). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Custodial Agreement. [Name of Master Servicer (or Servicer)] By: Name: Title: Servicing Officer I, _________________________________________, being duly sworn, do hereby state under oath that: 1. I am a duly elected ______________________ of Aames Investment Corporation (the “Company”) and am duly authorized to make this affidavit. 2. This affidavit is being delivered in connection with the transfer of the Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the Transfer and Servicing Agreement, dated as of April 1, 2006, among Aames Mortgage Investment Trust 2006-1, as Issuer, Financial Asset Securities Corp., as Depositor, Xxxxx Fargo Bank, N.A., as Master Servicer and as Trust Administrator, Aames Funding Corporation, as Servicer, Aames Investment Corporation, as Seller, and Deutsche Bank National Trust Company, as Indenture Trustee, relating to the Aames Mortgage Investment Trust 2006-1 Mortgage Backed Notes (the “Agreement”). 3. The ______________ is the payee under the following described Mortgage Note (“Mortgage Note”) which evidences the obligation of the borrower(s) to repay the Mortgage Loan: Loan Number: __________________________________ Mortgage Note Date:_____________________________ Borrower(s): ___________________________________ Original Payee (if not the Company): _________________ Original Amount:________________________________ Mortgage Rate: _________________________________ Address of Mortgaged Property: ____________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 14. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor Company is the lawful owner of the right to receive Mortgage Note and has not cancelled, altered, assigned or hypothecated the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverNote. 25. Neither A thorough and diligent search for the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial executed original Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies Note was undertaken and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities lawswas unsuccessful. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Aames Mortgage Investment Trust 2006-1)

Other. (Describe) The Date of This Inventory Must Not Be Older Than 21 Days from the Date ARC Receives Your Application. The ARC-approved agent and the proposed owner hereby state that all unused traffic documents supplied by ARC to the agent, at the location identified above, are listed on this form. The submission of this form to ARC and its inclusion in the record of the application for change of ownership does not constitute an agreement or admission by ARC that the foregoing information is consistent with ARC's records. The ARC-approved agent acknowledges responsibility for all traffic documents assigned to it which are not identified on this form as being transferred to the proposed owner, and are not accounted for to the satisfaction of ARC. The proposed owner acknowledges responsibilities for all traffic documents transferred to it effective upon ARC's approval of the change of ownership application with which this form is submitted. If the office is electronic, indicate in the table that the office is electronic. Both a current and a proposed owner/officer must sign. Signature of Current Owner or Officer Signature of Proposed Owner or Officer Name: Name: Printed Name of above Signatory Printed Name of above Signatory Title: Date: Title: Date: Title of above Signatory Title of above Signatory Print: LEGAL NAME OF CORPORATE TRAVEL DEPARTMENT: _________________________________________________ [The legal name must be identical to the legal name shown on the Application and the Financial Instrument.] STREET ADDRESS: ______________________________________________________________________________________ CITY: _________________________ STATE: ____________________________________________________ ZIP CODE: _____________________________________ The undersigned acknowledges that parties to this "Memorandum of Agreement to the Corporate Travel Department Reporting Agreement" (“MOA”) are the Corporate Travel Department identified above Mortgage File (“CTD”), Airlines Reporting Corporation (“ARC”), and each Airline which is or requested portion thereof) will may become a party to ARC's "Airline Services Agreement" and has appointed CTD for the issuance of ARC Traffic Documents in connection with issuance of air transportation and/or ancillary services (“Airline”). In signing this MOA, ARC acts on its own behalf and on behalf of each such Airline. Each of the parties hereby agrees to be held bound by the undersigned terms and conditions of the "Corporate Travel Department Reporting Agreement" (“CTDRA”) effective June 15, 2015, and, where applicable, all attachments, addenda and supplementary agreements thereto, which are incorporated herein by reference as though fully set forth in accordance this MOA. CTD’s use of electronic means (such as a username, password, or Log-in Credential) to transact business under the CTDRA with ARC and/or the Airline(s) (including, for example, to demonstrate continued concurrence with the provisions of the Pooling CTDRA and Servicing Agreement future amendments, to purchase products and will be returned services, or to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereofremit payments) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed same force and effect as a handwritten signature, shall bind the CTD for all purposes, and shall be deemed admissible as between the parties to them the same extent and under the same conditions as other business records originated and maintained in documentary form in the Pooling ordinary course of business. CTD waives all rights to contest the legally binding nature, validity, or enforceability of such electronic transactions, based solely on the fact that such transaction was done or entered electronically, and Servicing Agreementexpressly waives any rights to assert such claims and/or defenses to any such claims that may be asserted against CTD at any time by ARC or Airline. [__________________________]BY: Airlines Reporting Corporation (Vice President and General Counsel) (Date) By the signature of its authorized representative below, as CTD certifies that the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or representative signing is authorized to execute this MOA on behalf of you as custodian under a certain Pooling the CTD and Servicing Agreement, dated as of March 1, 2015 (that the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect CTD agrees to the following described Mortgage Loan hereby requests a release be bound by all of the Mortgage File (or terms and conditions set forth in both the portion thereof specified below) held by or CTDRA and this MOA. The person executing this MOA on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in CTD does hereby personally represent and warrant by his or her signature on behalf of the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges CTD that the above Mortgage File (execution, delivery and performance of this MOA has been duly authorized by all necessary action and does not conflict with, result in a violation of, or requested portion thereof) will be held by the undersigned in accordance with the provisions constitute a default under any provision of the Pooling and Servicing Agreement and will be returned to you CTD’s respective articles of incorporation or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request)organization, unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration any agreement or qualification of other instrument binding upon the Excess Servicing Fee Right pursuant CTD or any law, governmental regulation, court decree or order applicable to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities lawsCTD. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: CTD Transfer Agreement

Other. (Describe) ________________________________________ __________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [WACHOVIA BANK, NATIONAL ASSOCIATION By: __________________________], as the Master Servicer By: _______ Name: Title: Xxxxx Fargo Bank, EXHIBIT D-2 XXXX XX XXXXXXX XXXXXXXX XXXXXXX XXR RELEASE ----------- LaSalle Bank National Association 0000 00xx 135 South LaSalle Street, Suite 1625 Chicago, Illinois 00000 Xxxxxxxxx: Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015Xxxxxxxxxx xxx Xxxxx Xxxxxxxx-- LB-LC20 Re: Xxxxx Fargo UBS Commercial Mortgage Trust 20152007-LC20C6 Re: LB-UBS Commercial Mortgage Trust 2007-C6, Commercial Mortgage Pass-Through Certificates, Series 20152007-LC20 C6 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee, under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1August 13, 2015 2007 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc.by and between Structured Asset Securities Corporation II, as depositor, Xxxxx Fargo Wachovia Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacity, the “Custodian”"Master Servicer"), Rialto Capital AdvisorsMidland Loan Services, LLCInc., as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, LaSalle Bank National Association, as trusteetrustee (the "Trustee), the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee, with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C6)

Other. (Describe) _____________________________________ _______________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [WACHOVIA BANK, NATIONAL ASSOCIATION By: __________________________], as the Master Servicer By: _____________ Name: Title: Xxxxx Fargo Bank, EXHIBIT D-2 XXXX XX XXXXXXX XXXXXXXX XXXXXXX XXX XXXXXXX ----------- LaSalle Bank National Association 0000 00xx 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attenxxxx: Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015Xxxxxxxxxx xxx Xxxxx Xxxxxxxx Xxxxx-- LB-LC20 Re: Xxxxx Fargo UBS Commercial Mortgage Trust 20152006-LC20C4 Re: LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificates, Series 20152006-LC20 C4 ------------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee, under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1June 12, 2015 2006 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc.by and between Structured Asset Securities Corporation II, as depositor, Xxxxx Fargo Wachovia Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacity, the “Custodian”"Master Servicer"), Rialto Capital AdvisorsLNR Partners, LLCInc., as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, LaSalle Bank National Association, as trusteetrustee (the "Trustee), the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee, with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereofof the Mortgage File, unless except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File (or such portion thereof) will be retained by us permanentlywithout obligation to return to you). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. -------------------------------------- [__________________________Name of [Master Servicer] [Servicer], as the Master Servicer ] By: ----------------------------------- Name: Title: Servicing Officer EXHIBIT G-1 FORM OF INITIAL CERTIFICATION OF TRUSTEE INITIAL CERTIFICATION OF TRUSTEE [date] Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxx Xxxxx Fargo BankXxxxxx Santa Fe, National Association New Mexico 87501 Washington Mutual Mortgage Securities Corp. 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxx Xxxxxx, Xxxxxxxxx XXX 000 Xxxxxxx, Xxxxxxxxxx 00000 Attention: WFCM 2015WMMSC/Xxxxxxxxx 2001-LC20 2 Re: Xxxxx Fargo Commercial Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Washington Mutual Mortgage Securities Corp., as Master Servicer, The Murrayhill Company, as Loss Mitigation Advisor, Bankers Trust 2015-LC20(Delaware), Commercial as Delaware Trustee and Bankers Trust Company of California, N.A., as Trustee, Xxxxxxxxx Mortgage Loan Pass-Through Certificates, Series 20152001-LC20 2 Ladies and Gentlemen: In connection accordance with the administration Section 2.02 of the Mortgage Files held by or on behalf of you as custodian under a certain above-captioned Pooling and Servicing Agreement (the "Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”"), among Xxxxx Fargo Commercial Mortgage Securities, Inc.the undersigned, as depositorTrustee, Xxxxx Fargo Bank, National Associationhereby certifies that, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described each Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents listed in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File Loan Schedule (or portion thereof): ______ 1. The other than any Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case listed on the Mortgage File (or such portion thereofattached schedule) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.received:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acc Inc Mort Loan Pas THR Certs Ser 01 2)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [GMAC Commercial Mortgage Corporation as Master Servicer By: -------------------------------------- Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE __________________________], as the Master Servicer By199_ Norwest Bank Minnesota, N.A. 3 New York Plaza, 15th Floor New York, New York 10004 Attn: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Corporate Trust Services (CMBS) Re: Xxxxx Fargo Commercial Mortgage Trust 2015MLMI Series 1998-LC20, Commercial Mortgage PassC1-Through Certificates, Series 2015-LC20 CTL -------------------------------- Ladies and Gentlemen: In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Custodian under a certain Pooling and Servicing Agreement, Agreement dated as of March 1, 2015 1998 (the "Pooling and Servicing Agreement"), by and among Xxxxxxx Xxxxx Fargo Commercial Mortgage SecuritiesInvestors, Inc., as depositor, Xxxxx Fargo Bank, National AssociationGMAC Commercial Mortgage Corporation, as master servicer, Xxxxx Fargo Bank, National AssociationMaster Servicer and GMAC Commercial Mortgage Corporation, as certificate administratorSpecial Servicer, and you, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such the following described Mortgage Loan for the reason indicated below. Property Mortgagor's Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ___________ 1. The Mortgage Loan is being foreclosed. ___________ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request)thereof, unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. GMAC Commercial Mortgage Loan Corporation, as Special Servicer By: -------------------------------------- Name: Title: EXHIBIT E-1 [RESERVED] EXHIBIT F-1 FORM OF TRANSFEROR CERTIFICATE _______________ ____________], as Special Servicer By199_ Norwest Bank Minnesota, N.A. Norwest Center Sixth and Marquette Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attn: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Corporate Trust Services (CMBS) Re: Xxxxxxx Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Investors, Commercial Inc., Mortgage Pass-Through Certificates, Series 20151998-LC20 C1-CTL (the "Certificates") --------------------------------------------------- Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by ____________________ (the "Transferor") to _______________________ (the "Transferee") of a Certificate (the Excess Servicing Fee Right with respect to "Transferred Certificate") [having an initial principal balance as of March 30, 1998 (the "Closing Date") of $_____________] [evidencing a ____ Mortgage Loan[s] established under % percentage interest in the Class to which it belongs]. The Certificates were issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2015 (the “Pooling and Servicing Agreement”)1998, among Xxxxxxx Xxxxx Fargo Commercial Mortgage SecuritiesInvestors, Inc., as Depositordepositor, Xxxxx Fargo BankGMAC Commercial Mortgage Corporation, as master servicer, GMAC Commercial Mortgage Corporation, as special servicer, and Norwest Bank Minnesota, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteetrustee. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as DepositorCertificate Registrar, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], Transferred Certificate with the full right to transfer the Excess Servicing Fee Right such Certificate free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept accepted a transfer, pledge or other disposition of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right any Certificate under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of the Excess Servicing Fee Right any Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right any Certificate pursuant to the Securities Act or any state securities laws. Very truly yours, ______________________________________ (Transferor) By: ---------------------------------- Name: ________________________ Title: Xxxxx Fargo Commercial Mortgage Securities________________________ EXHIBIT F-2 FORM OF TRANSFEREE CERTIFICATE FOR QIBs _________________ __, Inc. c/o Wells Fargo Securities199_ Norwest Bank Minnesota, LLC 375 Park AvenueN.A. Norwest Center Sixth and Marquette Xxxxxxxxxxx, 2nd Floor, X0000Xxxxxxxxx 00000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention0000 Attn: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Corporate Trust Services (CMBS) Re: Xxxxxxx Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Investors, Commercial Inc., Mortgage Pass-Through Certificates, Series 20151998-LC20 C1-CTL (the "Certificates") ------------------------------------------------- Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by ____________________ (the "Transferor") to _______________________ (the "Transferee") of a Certificate (the Excess Servicing Fee Right with respect to "Transferred Certificate") [having an initial principal balance as of March 30, 1998 (the "Closing Date") of $_____________] [evidencing a ____ Mortgage Loan[s] established under % percentage interest in the Class to which it belongs]. The Certificates were issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2015 (the “Pooling and Servicing Agreement”)1998, among Xxxxxxx Xxxxx Fargo Commercial Mortgage SecuritiesInvestors, Inc., as Depositordepositor, Xxxxx Fargo BankGMAC Commercial Mortgage Corporation, as master servicer, GMAC Commercial Mortgage Corporation, as special servicer, and Norwest Bank Minnesota, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteetrustee. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master ServicerCertificate Registrar, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees a "qualified institutional buyer" as that term is defined in Rule 144A (the “Excess Servicing Fee Right”"Rule 144A") for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate under the Securities Act of 1933, as amended (the "Securities Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Certificate for its own account or any applicable state securities lawsfor the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. 2. The Transferee understands that has been furnished with all information regarding (a) the Excess Servicing Fee Right has not been Certificates and will not be registered under the Securities Act or registered or qualified under any applicable state securities lawsdistributions thereon, (b) none the nature, performance and servicing of the DepositorMortgage Loans, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (Bd) each of any credit enhancement mechanism associated with the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing AgreementCertificates, that it has requested. 3. If the Transferee is proposing that the Certificates being acquired should be registered in the name of a nominee, such nominee's name is specified hereafter and the Transferee has caused the execution of the Nominee Acknowledgment below. Nominee (if any): _____________________________ Very truly yours, ______________________________________ (Transferee) By: ---------------------------------- Name: ________________________ Title: ________________________ NOMINEE ACKNOWLEDGMENT The undersigned hereby acknowledges and confirms that the Certificate referred to in this Transferee Certificate that are to be registered in its name are and shall be held solely for the benefit of the above Transferee. By: ---------------------------------- Name: ________________________ Title: ________________________ ANNEX 1 TO EXHIBIT F-2 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned hereby certifies to [name of Transferor] (the "Transferor") and Norwest Bank Minnesota, National Association, as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the "Transferred Certificate") as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex as follows: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificate (the "Transferee"). 2. The Transferee understands is a "qualified institutional buyer" as that it may not sell or otherwise transfer term is defined in Rule 144A ("Rule 144A") under the Excess Servicing Fee Right or any interest therein except Securities Act of 1933, as amended because (i) the Transferee owned and/or invested on a discretionary basis $___________ / $___________ in compliance with securities (other than the provisions of Section 3.11 excluded securities referred to below) as of the Pooling end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) [The Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, the Transferee must own and/or invest on, a discretionary basis at least $10,000,000 in securities or is acting in a riskless principal transaction on behalf of a qualified institutional investor.] and Servicing Agreement, which provisions it has carefully reviewed(ii) the Transferee satisfies the criteria in the category marked below.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of November 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Xxxxx Fargo Bank, N.A., as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. The Bank of New York, as Custodian By: ___________________________ Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of November 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Xxxxx Fargo Bank, N.A., as Trustee, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-12 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. XXXXX FARGO BANK, N.A., as Trustee By: ______________________________ Name: ____________________________ Title: _____________________________ Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of November 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Xxxxx Fargo Bank, N.A., as Trustee, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-12 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. XXXXX FARGO BANK, N.A., as Trustee By: ____________________________ Name: __________________________ Title: ___________________________ Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Xxxxx Fargo Bank, N.A., as trustee on behalf of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-12, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Xxxxx Fargo Bank, N.A. and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association N.A. 0000 00xx Xxxxxx XX XxxxxxxxxxxXxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015-LC20 GC0612 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 2015-LC20, Commercial Mortgage Loan Pass-Through Certificates, Series 20152006-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 12, Class R Certificate Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold or otherwise disposed is not an employee benefit plan subject to Section 406 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest in the Excess Servicing Fee Right as amended (“ERISA”), or any other similar security a plan or arrangement subject to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode)) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or would render firm commitment underwriting or private placement that meets the disposition requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been Code and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, subject the Trustee, the Certificate Administrator Registrar, the Servicer or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of November 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Xxxxx Fargo Bank, N.A., as Trustee, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and the Certificate Registrar have received a certificate from such transferee in the form hereof. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-12)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Luminent Mortgage Trust 2006-5, Mortgage Loan Pass-Through Certificates, Series 2006-5 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of June 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Luminent Mortgage Capital, Inc., as Sponsor and Seller, Greenwich Capital Financial Products, Inc., as servicing rights owner, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Luminent Mortgage Capital, Inc. One Commerce Square 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of June 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Luminent Mortgage Capital, Inc., as Sponsor and Seller, Greenwich Capital Financial Products, Inc., as Servicing Rights Owner, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee, Luminent Mortgage Loan Pass-Through Certificates, Series 2006-5________________________________________________ Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. HSBC BANK USA. NATIONAL ASSOCIATION, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Luminent Mortgage Capital, Inc. One Commerce Square 0000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of June 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Luminent Mortgage Capital, Inc., as Sponsor and Seller, Greenwich Capital Financial Products, Inc., as Servicing Rights Owner, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee, Luminent Mortgage Loan Pass-Through Certificates, Series 2006-5___________________________________________________________ __________________________________________________________________________________Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee By: ______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Name: __________________________], as the Master Servicer By: Name: __ Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]___ Greenwich Capital Acceptance, as Special Servicer By: Name: Title: Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Commercial Mortgage SecuritiesBank, Inc. c/o Wells Fargo SecuritiesN.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx Xxxxxxxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Luminent Mortgage Trust 20152006-LC205, Commercial Mortgage Loan Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter : 1. The undersigned is delivered to you in connection with the transfer by ______________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. The Transferee either (x) is not an employee benefit plan subject to Section 406 or Section 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), the Trustee of any such plan or arrangement or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer; (y) is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Securities Administrator and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Securities Administrator, and upon which the Securities Administrator and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer, any Servicer, the Securities Administrator, the Sponsor or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing AgreementAgreement or to any liability, which opinion of counsel shall not be an expense of the Securities Administrator or the Depositor. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March June 1, 2015 (the “Pooling and Servicing Agreement”), 2006 among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsLuminent Mortgage Capital, Inc., as Trust AdvisorSponsor and Seller, Greenwich Capital Financial Products, Inc., as Servicing Rights Owner, Xxxxx Fargo Bank, National AssociationN.A., as Certificate Administrator, as Tax Master Servicer and Securities Administrator and as Custodian, and Wilmington TrustHSBC Bank USA, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner no transfer of the right ERISA-Restricted Certificates shall be permitted to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security be made to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as unless the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective such transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementhereof. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Luminent 2006-5)

Other. (Describe) _____________________________________ ________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [WACHOVIA BANK, NATIONAL ASSOCIATION By: __________________________], as the Master Servicer By: ________ Name: Title: Xxxxx EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ___________ Wells Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A. 1055 10th Avxxxx SE Minneapolis, Xxxxxxxxx MN 00000 AttentionXxxxxxxxx: WFCM 2015-LC20 Re: Xxxxx Fargo Xxxxxxxx Xxxxxxxx Xxxxody -- CWCapital Commercial Funding Corp., as depositor, COBALT CMBS Commercial Mortgage Trust 20152007-LC20C3 Re: CWCapital Commercial Funding Corp., as depositor, COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 20152007-LC20 C3 -------------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee under a that certain Pooling and Servicing Agreement, Agreement dated as of March August 1, 2015 2007 (the "Pooling and Servicing Agreement"), by and among Xxxxx Fargo CWCapital Commercial Mortgage Securities, Inc., Funding Corp. as depositor, Xxxxx Fargo Wachovia Bank, National Association, Association as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacitythe "Master Servicer"), the “Custodian”), Rialto Capital Advisors, LLC, undersigned as special servicer (in such capacity, the "Special Servicer") and you as trustee (the "Trustee"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)

Other. This Agreement, the initialed Schedules, and any documents explicitly referred to therein, constitute the entire agreement between the parties, supersede any and all previous agreements authorizing 5 Partner to distribute the Programs to third parties and no representation, condition, understanding or agreement of any kind, oral or written, shall be binding upon the parties unless incorporated herein. This Agreement may not be modified or amended, nor will the rights of either party be deemed waived, except by an agreement in writing signed by authorized representatives of Partner and Sybase. Purchase orders shall be binding as to tire products and services ordered, and the site for delivery of Programs or performance of services as set forth on the face side of or a special attachment to the purchase order. Other terms and preprinted terms on or attached to any purchase order shall be void. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to its conflict of laws rules or the United Nations Convention on the International Sale of Goods. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision art enforceable provision which approximates the intent and economic effect of the provision. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Accepted and agreed on behalf of: Instinctive Technology, Inc. (Describe"Partner") _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Sybase, Inc. ("Sybase") /s/ Jeffxxx X. Xxxx /s/ Glen Xxxxxxxxxxx ------------------------------------- --------------------------------- (Authorized Signature) (Authorized Signature) /s/ Jeffxxx X. Xxxx /s/ Glen Xxxxxxxxxxx ------------------------------------- --------------------------------- (Printed Name) (Printed Name) 10/23/97 President & CEO Senior Corporate Counsel ------------------------------------- --------------------------------- (Title) (Title) TO THE COMMERCIAL APPLICATION PARTNER AGREEMENT DEVELOPMENT TOOL PARTNER FEES AND GUIDELINES -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Territory United States and Canada; however, Partner may sell application-specific deployment seats worldwide. -------------------------------------------------------------------------------- Initial Fee $ * ; includes the right-to-purchase one Demonstration Copy Annual Renewal Fee at $ * . $ * . Only one Initial and Annual Fee required per Agreement. -------------------------------------------------------------------------------- Evaluation Copies Entitled to 90-day Evaluation Copies. -------------------------------------------------------------------------------- Discount for Sybase will check block and initial if authorized to sell Software the following products (as designated in Sybase's Programs then-current Partner Price List): [x] DEVELOPMENT TOOLS [x] DESIGN TOOLS [x] WORKPLACE DATABASES Discounts for the above Mortgage File (software Programs are specified in Sybase's then current Partner Price List. -------------------------------------------------------------------------------- Discount for sale * % discount off Sybase's then-current End-User Price List of End-User on technical support offerings that Sybase makes generally Technical Support available to its customers. or requested portion thereof) will Upgrade Subscriptions * % discount off Sybase's then-current End-User Price List on upgrade subscriptions. Partner shall not sell renewals of either upgrade subscriptions or technical support. -------------------------------------------------------------------------------- Commission When a Partner refers Sybase to a potential sale and has Incentives significantly influenced the customer decision to purchase the software Programs, Partner may be held by the undersigned eligible to receive a commission. All commissions shall be in accordance with the provisions of the Pooling Sybase's then-current policy which Sybase may change at its soft; discretion from time to time. -------------------------------------------------------------------------------- Discount for * % discount off Sybase's then-current End-User Price List Partner Technical on any commercially available end-user technical support Support offering. -------------------------------------------------------------------------------- Discount for * % discount off Sybase's then-current End-User Price List Partner Training on any Sybase standard training rates for Partner employees or agents trained at Sybase or Powersoft public training centers. -------------------------------------------------------------------------------- ACCEPTED and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File AGREED: /s/ JRB 7/31/97 /s/ GG --------------------------- ----------------------------- (or such portion thereofPartner Initials) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”Date) (Sybase Initials) (Date), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Commercial Application Partner Agreement (Eroom Technology Inc)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [[ ] as a Master Servicer By:__________________________], as the Master Servicer By: _________ Name: Title: Xxxxx Fargo Bank, EXHIBIT C-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE [Date] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015Asset Backed Securities Trust Services Group--Prudential Securities Secured Financing Corporation, 2003-LC20 PWR1 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Prudential Securities Secured Financing Corporation, Commercial Mortgage Pass-Through Certificates, Series 20152003-LC20 PWR1 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian trustee under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 2003 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., Prudential Securities Secured Financing Corporation as depositor, Xxxxx Fargo BankPrudential Asset Resources, National Association, Inc. as a master servicer, Xxxxx Fargo Bank, National Association, as certificate administratora master servicer, as tax administrator and as custodian (in such capacityARCap Servicing, the “Custodian”), Rialto Capital Advisors, LLC, Inc. as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate AdvisorsXxxxx Fargo Bank Minnesota, Inc.N.A., as trust advisor certificate administrator and Wilmington Trustas tax administrator, National AssociationABN AMRO Bank N.V., as trusteefiscal agent, Prudential Mortgage Capital Funding, LLC, as Ballston Common B-Note holder and as Renaissance B-Note holder and you as trustee (in such capacity, the "Trustee"), the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Prudential Securities Sec Fin Corp Com Mort Tr 2003 Pwr1)

Other. (Describe) __________________________________________ ____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- Xxxxx Fargo Bank, N.A., as Trustee Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C4 [For Xxxxxx Trust Mortgage Loans, with a copy to: LaSalle Bank National Association, as Custodian 000 X. XxXxxxx Street, Suite 1625 Chicago, Illinois 60603 Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial Mortgage Trust 2004-C4] Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage Pass-Through Certificates, Series 2004-C4 In connection with the administration of the Mortgage Files held by you as Trustee (or by a Custodian on your behalf), under that certain Pooling and Servicing Agreement dated as of May 11, 2004 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), Lennar Partners, Inc., as special servicer (the "Special Servicer") and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Trustee or by a Custodian on your behalf, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: ________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Reason for requesting file (or portion thereof): ______ 1. Mortgage Loan paid in full. The undersigned hereby certifies that all amounts received in connection with the Mortgage Loan that are required to be credited to the Custodial Accounts pursuant to the Pooling and Servicing Agreement, have been or will be so credited. ______ 2. Other. (Describe) __________________________________________ ____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof10) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [LENNAR PARTNERS, INC. By: ------------------------------------ Name: Title: EXHIBIT E FORM OF LOAN PAYOFF NOTIFICATION REPORT LOAN PAYMENT NOTIFICATION REPORT AS OF __________________________], as Special Servicer By_ ---------------------------------------------------------------------------------------- X0 X00 X00 X00 X0 X0 X00 ---------------------------------------------------------------------------------------- SCHEDULED SHORT NAME MORTGAGE PAID PROSPECTUS (WHEN PROPERTY LOAN THRU CURRENT ID APPROPRIATE) TYPE STATE BALANCE DATE INTEREST RATE ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- SCHEDULED PAYMENTS ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- UNSCHEDULED PAYMENT ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- TOTAL: Name$ ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- X0 X00 X00 X00 SERVICER ESTIMATED INFORMATION ------------------------------------------------------------------------------------------------- PRECEDING FISCAL YR. EXPECTED EXPECTED PROSPECTUS MATURITY DSCR MOST RECENT YIELD PAYMENT DISTRIBUTION ID DATE NCR DSCR NCF MAINTENANCE DATE DATE ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- SCHEDULED PAYMENTS ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- UNSCHEDULED PAYMENT ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- TOTAL: Title: ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- THE BORROWER HAS ONLY REQUESTED THE INFORMATION TO PAY-OFF. THIS DOES NOT INDICATE A DEFINITE PAYMENT. EXHIBIT F-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] Xxxxx Fargo Commercial Mortgage SecuritiesBank, Inc. c/o Wells Fargo SecuritiesN.A. Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx Xxxxxxxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Corporate Trust Services - LB-UBS Commercial Mortgage Trust 20152004-LC20C4 Re: LB-UBS Commercial Mortgage Trust 2004-C4, Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 C4, Class _____, [having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of June 7, 2004 (the “Certificates”"Closing Date") of $__________] [representing a ____% Percentage Interest in the subject Class] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the Excess Servicing Fee Right with respect captioned Certificates (the "Transferred Certificates"), pursuant to the _________________ Mortgage Loan[s] established under Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1May 11, 2015 (the “Pooling and Servicing Agreement”)2004, among Xxxxx Fargo Commercial Mortgage Securities, Inc.between Structured Asset Securities Corporation II, as Depositor, Xxxxx Fargo Wachovia Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsLennar Partners, Inc., as Trust Advisor, Special Servicer and Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National AssociationN.A., as Trustee. All capitalized terms used but herein and not otherwise herein defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Ii Lb-Ubs Comm Mort Trust 2004-C4)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ 7.1 The undersigned acknowledges that Borrower agrees to pay all out-of-pocket expenses of the above Mortgage File (or requested portion thereof) will Administrative Agent in connection with the negotiation, preparation and execution of this Amendment including the reasonable fees and disbursements of counsel to the Administrative Agent. 7.2 This Amendment may be held executed in any number of counterparts and by the undersigned in accordance with parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the provisions same agreement. 7.3 This Amendment shall be governed by and construed under the internal laws of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days State of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]New York, as the Master Servicer same may be from time to time in effect, without regard to principles of conflicts of laws. The parties hereto have caused this Amendment to be duly executed as of the date shown at the beginning of this Amendment. HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender, the Swingline Lender and an Issuing Bank By: Name: Xxxxxx X. XxXxxxx Title: Xxxxx Fargo BankFirst Vice President HSBC BANK USA, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc.NATIONAL ASSOCIATION, as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer Administrative Agent By: Name: Xxxxxx X. XxXxxxx Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc.First Vice President MANUFACTURERS AND TRADERS TRUST COMPANY, as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator Syndication Agent and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, Lender By: Name: Xxxx X. Xxxxxxx Title: Xxxxx Fargo Commercial Mortgage SecuritiesVice President BANK OF AMERICA, Inc. c/o Wells Fargo SecuritiesN.A., LLC 375 Park Avenueas Co-Documentation Agent and as a Lender By: Name: Xxxxxx X. Xxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, 2nd FloorN.A., X0000as Co-000 Xxx XxxxDocumentation Agent and as a Lender By: Name: Xxxxxxx X. Xxxxxxx Title: Vice President CITIZENS BANK OF PENNSYLVANIA, Xxx Xxxx 00000 Attentionas a Lender and as an Issuing Bank By: X.X. Name: Xxxxxx Xxxxx Fargo BankX. Xxxxxxxx Xx. Title: Senior Vice President BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attentionas a Lender By: WFCM 2015-LC20 Asset Manager ReName: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and GentlemenXxxxxxxxx Title: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc.Vice President SOCIETE GENERALE, as Depositora Lender By: Name: Xxxxxxx Xxxxxx Title: Director XXXXX FARGO BANK, Xxxxx Fargo Bank, National AssociationN.A., as Master Servicera Lender By: Name: Xxxxxx X. Xxxx Title: Vice President PNC BANK, Rialto Capital Advisors, LLCNATIONAL ASSOCIATION, as Special Servicer, Trimont Real Estate Advisors, Inc.a Lender By: Name: Xxxxxxx X. Xxxxxxxx Title: Vice President COMERICA BANK, as Trust Advisor, Xxxxx Fargo Bank, National Associationa Lender By: Name: Xxxx Skrzwnski Title: Commercial Banking Officer NATIONAL CITY BANK, as Certificate Administratora Lender By: Name: Xxxxx X. Xxxxxxx Title: Senior Vice President FIFTH THIRD BANK, as Tax Administrator and as Custodian, and Wilmington Trust, National Associationa Lender By: Name: Xxx Xxxxxxxx Title: Vice President NORTHERN TRUST, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to youa Lender By: Name: Xxxxxx X. Xxxxxxx Title: Vice President FIRST NIAGARA BANK By: Name: Xxxxx X. Xxxxxxxx Title: Vice President MOOG INC., as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none Borrower By: Name: Xxxxxxx X. Xxxxxx Title: Treasurer Each of the Depositorfollowing as Guarantors: FLO-TORK, the TrusteeINC. XXXXXX MEDICAL INC. MOOG EUROPE HOLDINGS I LLC MOOG EUROPE HOLDINGS II LLC ZEVEX, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee RightINC. VIDEOLARM, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing AgreementINC. QUICKSET INTERNATIONAL, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3INC. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing AgreementCSA ENGINEERING, which provisions it has carefully reviewed.INC. By: Name: Xxxxxxx X. Xxxxxx Title: Treasurer

Appears in 1 contract

Samples: Loan Agreement (Moog Inc)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Txxxxxxxx Mortgage Securities Trust 2008-1, Mortgage Loan Pass-Through Certificates, Series 2008-1 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of February 1, 2008, among Greenwich Capital Acceptance, Inc., as Depositor, Txxxxxxxx Mortgage Home Loans, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Txxxxxxxx Mortgage Home Loans, Inc. 100 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Txxxxxxxx Mortgage Home Loans, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Trustee and Custodian, Txxxxxxxx Mortgage Loan Pass-Through Certificates, Series 2008-1 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: __________________________________ Name: ________________________________ Title: _________________________________ Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Txxxxxxxx Mortgage Home Loans, Inc. 100 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Txxxxxxxx Mortgage Home Loans, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Trustee and Custodian, Txxxxxxxx Mortgage Loan Pass-Through Certificates, Series 2008-1 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: __________________________________ Name: ________________________________ Title: _________________________________ Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Txxxxxxxx Mortgage Home Loans, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing LaSalle Bank National Association, as trustee on behalf of Txxxxxxxx Mortgage Securities Trust 2008-1, Mortgage Loan Pass-Through Certificates, Series 2008-1, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify LaSalle Bank National Association and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Xxxxx Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, National Association 0000 00xx N.A. Sxxxx Xxxxxx XX xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Txxxxxxxx Mortgage Securities Trust 20152008-LC201, Commercial Mortgage Loan Pass-Through Certificates, Series 20152008-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 1 Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. With respect to an ERISA-Restricted Certificate, the Transferee either (x) is not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or an arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”), nor are we acting on behalf of any such plan or an arrangement nor using the assets of any such plan or arrangement to effect such transfer; (y) if the Certificates have been the subject of an ERISA-Qualifying Underwriting, is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Securities Administrator and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Securities Administrator, and upon which the Securities Administrator and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer, any Servicer, the Securities Administrator or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing AgreementAgreement or to any liability, which opinion of counsel shall not be an expense of the Trustee, the Securities Administrator or the Trust. 3. With respect to a Certificate (other than an ERISA-Restricted Certificate), the Transferee either (i) not a Plan nor a person acting on behalf of any such plan or an arrangement nor using the assets of any such plan or arrangement to effect such transfer or (ii) if such Certificate (other than an ERISA-Restricted Certificate) has been the subject of an ERISA-Qualifying Underwriting, the acquisition and holding of the Certificate (other than an ERISA-Restricted Certificate) are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 80-00, XXXX 00-0, XXXX 91-38, PXXX 00-00, XXXX 96-23, the statutory exemption for non-fiduciary service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or some other applicable administrative or statutory exemption. 4. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March February 1, 2015 2008 (the “Pooling and Servicing Agreement”), ) among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Txxxxxxxx Mortgage Home Loans, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator Trustee and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner no transfer of the right ERISA-Restricted Certificates shall be permitted to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security be made to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as unless the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective such transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementhereof. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2008-1)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Xxxxxxxxx Mortgage Securities Trust 2007-4, Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of August 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name Title Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Trustee, Xxxxxxxxx Mortgage Loan Pass-Through Certificates, Series 2007-4 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and LaSalle Bank National Association, as Trustee, Xxxxxxxxx Mortgage Loan Pass-Through Certificates, Series 2007-4 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Xxxxxxxxx Mortgage Home Loans, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing LaSalle Bank National Association, as trustee on behalf of Xxxxxxxxx Mortgage Securities Trust 2007-4, Mortgage Loan Pass-Through Certificates, Series 2007-4, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify LaSalle Bank National Association and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__. _______________________________ _______________________________ My commission expires ____________________________________________________________. Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. X.X. Xxx 00 Xxxxxxxx, Xxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Xxxxxxxxx Mortgage Securities Trust 2007-4, Mortgage Loan Pass-Through Certificates, Series 2007-4, Class [A-R] [B-4] [B-5] [B-6] [ES] Ladies and Gentlemen: 1. The undersigned is the ______________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. The Transferee either (x) is not an employee benefit plan subject to Section 406 or Section 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), the Trustee of any such plan or arrangement or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer (a “Plan Investor”); (y) if the Certificates have been the subject of an ERISA-Qualifying Underwriting, is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Securities Administrator and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Securities Administrator, and upon which the Securities Administrator and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer, any Servicer, the Securities Administrator or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing AgreementAgreement or to any liability, which opinion of counsel shall not be an expense of the Trustee, the Securities Administrator or the Trust. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March August 1, 2015 2007 (the “Pooling and Servicing Agreement”), ) among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsXxxxxxxxx Mortgage Home Loans, Inc., as Trust AdvisorSeller, Xxxxx Fargo Bank, National AssociationN.A., as Certificate Administrator, as Tax Master Servicer and Securities Administrator and as Custodian, and Wilmington Trust, LaSalle Bank National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner no transfer of the right ERISA-Restricted Certificates shall be permitted to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security be made to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as unless the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective such transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementhereof. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2007-4)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], [ ] as the a Master Servicer By: -------------------------- Name: Title: Xxxxx Fargo Bank, EXHIBIT C-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE [Date] LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015Asset Backed Securities Trust Services Group--Bear Xxxxxxx Commercial Mortgage Securities II Inc., 2004-LC20 PWR6 Re: Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Trust 2015-LC20Securities II Inc., Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 PWR6 --------------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as custodian trustee under a certain Pooling and Servicing Agreement, dated as of March December 1, 2015 2004 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Securities, Inc., Securities II Inc. as depositor, Xxxxx Fargo BankPrudential Asset Resources, National Association, Inc. as a master servicer, Xxxxx Fargo Bank, National AssociationAssociation as a master servicer, as certificate administrator, as tax administrator and as custodian (in such capacitytax administrator, the “Custodian”)ARCap Servicing, Rialto Capital Advisors, LLC, Inc. as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate AdvisorsABN AMRO Bank N.V. as fiscal agent and you as trustee (in such capacity, Inc., as trust advisor and Wilmington Trust, National Association, as trusteethe "Trustee"), the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Pwr6)

Other. (Describe) ___________________________________________ _____________________________________________________________ _____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------------- Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- LaSalle Bank National Association 135 South LaSalle Stxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx: Xxxxxx Xecurities and Trust Services-- LB-UBS Commercial Mortgage Trust 2007-C2 Re: LB-UBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through Certificates, Series 2007-C2 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of April 11, 2007 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)

Other. (Describe) _________________________________________ ____________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [GMAC COMMERCIAL MORTGAGE CORPORATION By:__________________________], as the Master Servicer By: ___________ Name: Title: Xxxxx Fargo Bank, EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx135 South LaSalle Street Chicago, Xxxxxxxxx 00000 Illinois 60603 Attention: WFCM 2015Asset-LC20 Re: Backxx Xxxxxxxxxx Xxxxx Fargo Xxxxxxxx Xxxxx-CDC Commercial Mortgage Trust 20152002-LC20FX1 Re: CDC Commercial Mortgage Trust 2002-FX1, Commercial Mortgage Pass-Through Certificates, Series 20152002-LC20 FX1 ----------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1June 11, 2015 2002 (the "Pooling and Servicing Agreement"), by and among Xxxxx Fargo Commercial Mortgage Securities, Inc., Structured Asset Securities Corporation as depositor, Xxxxx Fargo Bank, National Association, GMAC Commercial Mortgage Corporation as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacitythe "Master Servicer"), the “Custodian”), Rialto Capital Advisors, LLC, undersigned as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., you as trust advisor trustee (the "Trustee") and Wilmington Trust, National Association, ABN AMRO Bank N.V. as trusteefiscal agent, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CDC Commercial Mortgage Trust 2002-Fx1)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Lessee hereby authorizes Lessor to insert and/or revise serial numbers and other information relevant to the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions proper identification and/or description of the Pooling Equipment subsequent to Lessee's execution of this Equipment Schedule and Servicing any Attachment A thereto. LESSOR: INSIGHT INVESTMENTS, CORP. LESSEE: HOMESTEAD TECHNOLOGIES INC. By: By: /s/ XXXXXX XXXXXX XXXXX ----------------------------------- -------------------------------- Name: Name: XXXXXX XXXXXX XXXXX --------------------------------- ------------------------------ Title: Title: CEO -------------------------------- ----------------------------- 1. NOTICE OF ASSIGNMENT (Assignment of Lease) September 27, 1999 Homestead Technologies Inc. 0000X Xxxxxx Xxx Xxxxx Xxxx, XX 00000 Dear Sir or Madam; Reference is made to Master Lease Agreement No. 6400 dated as of April 7, 1999 (the "Master Lease") and will Schedule No. 2 dated August 10, 1999 between Insight Investments, Corp. ("Insight") as Lessor and HOMESTEAD TECHNOLOGIES INC. as Lessee (the "Schedule"). The Schedule and Master Lease are collectively referred to herein as the "Lease". Please be returned advised that Insight has assigned all its right, title and interest in the Lease effective NOVEMBER 1, 1999 to DATA SALES CO., INC. the "Assignee". This is to notify you or your designee within ten days of our receipt thereofthe assignment and to authorize you to send all Monthly Rent payments commencing with that payment due (date of first payment assigned) to: DATA SALES CO., unless INC. 0000 XXXX XXXXXXXXXX XXXXXXX XXXXXXXXXX, XX 00000 The Assignee shall perform all duties and obligations of Lessor under the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein Lease and shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], right as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by date of assignment to direct that remittances be made to a different address or on behalf a new assignee. All future invoices, including those for sales or use taxes, will be received from Insight Investments, Corp. or its Assignee. In addition, this letter will confirm that the leased equipment has been installed and accepted. The Lease is for a period of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 36 months. Rental payments commenced SEPTEMBER 1, 2015 (the “Pooling 1999 and Servicing Agreement”)will end AUGUST 31, among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release 2002. As of the Mortgage File (or date of the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requestedassignment, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) there will be held by the undersigned in accordance with the provisions 34 remaining monthly payments of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March $5,744.00 each commencing NOVEMBER 1, 2015 (the “Pooling 1999 and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March ending AUGUST 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws2002. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Master Lease Agreement (Homestead Com Inc)

Other. (Describe) ______________________________________ ________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [WACHOVIA BANK, NATIONAL ASSOCIATION] [MIDLAND LOAN SERVICES, INC.] [CAPMARK FINANCE INC.] By: __________________________], as the Master Servicer By: ___________ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxXxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015Corporate Trust Services (CMBS) Citigroup Commercial Mortgage Securities, Series 2007-LC20 C6 Re: Xxxxx Fargo Citigroup Commercial Mortgage Trust 20152007-LC20, C6 Commercial Mortgage Pass-Through Certificates, Series 20152007-LC20 C6 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee (or by a Custodian on your behalf), under a that certain Pooling and Servicing Agreement, Agreement dated as of March July 1, 2015 2007 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo by and between Citigroup Commercial Mortgage Securities, Securities Inc., as depositor, Wachovia Bank, National Association, Midland Loan Services, Inc. and Capmark Finance Inc., as master servicers (the "Master Servicers"), CWCapital Asset Management LLC, as special servicer (the "Special Servicer"), Xxxxx Fargo Bank, National Association, as master servicertrustee (the "Trustee"), Xxxxx Fargo Bank, and LaSalle Bank National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”"Certificate Administrator"), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee or by a Custodian on your behalf, with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2007-C6)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Name of [Master Servicer] [Servicer]] By: Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Xxxxxxxxx Mortgage Securities Trust 2005-1, Mortgage Loan Pass-Through Certificates, Series 2005-1 Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of March 1, 2005, among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Dated: Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Xxxxxxxxx Mortgage Home Loans, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Xxxxxxxxx Mortgage Securities Trust 2005-1, Mortgage Loan Pass-Through Certificates, Series 2005-1, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20____. _______________________________ _______________________________ My commission expires ____________________________________________________________. Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Deutsche Bank National Trust Company 0000 X. Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Re: Xxxxxxxxx Mortgage Securities Trust 2005-1, Mortgage Loan Pass-Through Certificates, Series 2005-1, Class A-R Ladies and Gentlemen: 1. The undersigned is the ______________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold is not an employee benefit plan subject to Section 406 or otherwise disposed Section 407 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest as amended (“ERISA”), or a plan defined in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode”), the Trustee of any such plan or would render a person acting on behalf of any such plan or using the disposition assets of any such plan; (y) is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Trustee and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee and the Depositor, and upon which the Trustee and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of Code and will not subject the Securities Act or any state securities lawsTrustee, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special any Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee or the Depositor. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March 1, 2005 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, no transfer of the ERISA-Restricted Certificates shall be permitted to be made to any person unless the Depositor and Trustee have received a certificate from such transferee in the form hereof.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2005-1)

Other. (Describe) __________________________________________ ____________________________________________________________ ____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services Group-- LB-UBS Commercial Mortgage Trust 2006-C4 Re: LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificates, Series 2006-C4 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of June 12, 2006 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [CAPMARK FINANCE INC., Master Servicer By: __________________________], as the Master Servicer By: __________ Name: Title: Xxxxx EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE [Date] Wells Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A. 9062 Old Annapolis Road Columbia, Xxxxxxxxx 00000 AttentionMD 21045-1950 Xxxention: WFCM 2015Mortgage Dxxxxxxx Xxxxxxx - XXXX 0000-LC20 ReX0 Xx: Xxxxx Fargo Commercial Credit Suisse First Boston Mortgage Trust 2015-LC20Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 20152007-LC20 C1 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian trustee under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 2007 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Credit Suisse First Boston Mortgage Securities, Inc.Securities Corp., as depositor, Xxxxx Fargo Bank, National AssociationCapmark Finance Inc., as master servicer, Xxxxx Fargo BankMidland Loan Services, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLCInc., as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisorsand Wells Fargo Bank, Inc.N.A., as trust advisor and Wilmington Trusttrustee (in such capacity, National Associationthe "Trustee"), xxx undersigned, as trusteeSpecial Servicer, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you you, as Custodian Trustee, with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

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

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Sale and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement. [__________________________________________________________] By:_______________________________ Name: Title: Servicing Officer EXHIBIT C-2 REQUEST FOR TEMPORARY RELEASE Available Upon Request EXHIBIT D FORM OF ADVANCE NOTICE ------------------------ Date [Addressed to Holder of Class G Certificates] In connection with that certain Sale and Servicing Agreement (the "Sale and Servicing Agreement") dated as of [________] by and among Financial Asset Securities Corp., as Depositor, [________], as Indenture Trustee, [________], as Originator, [________]as Servicer, [________] as Seller and [________], as Issuing Entity (the "Sale and Servicing Agreement"), the undersigned Servicer hereby requests that you make an advance to the Issuing Entity in the amount of $___________ (such amount to be deposited into the Reserve Account no later than [date [[two]] Business Days prior to next Payment Date] in accordance with Section 2.01(b) of the Sale and Servicing Agreement), in respect of the following Draw[s]: Loan no.: Date of Draw: Amount of Draw: [Loan no.: Date of Draw: Amount of Draw:] Total amount of Draws: Amount of total covered by Principal Remittance Amount: Xxxxxxxxxed terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement. [_________________________________________________________________________________] By:_______________________________ The undersigned acknowledges that the above Mortgage File Name: Title: EXHIBIT E LOAN DATA REMITTANCE REPORT EXHIBIT F SUBSEQUENT TRANSFER AGREEMENT Pursuant to (or requested portion thereofi) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofthis Subsequent Transfer Agreement, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. dated [________] (the "Agreement"), among [________] as seller (the "Seller"), Financial Asset Securities Corp. as depositor (the "Depositor"), [________] as issuer (the "Issuing Entity") and [________] as indenture trustee of [________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015Asset-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through CertificatesBacked Notes, Series 2015-LC20 In connection with [____] (the administration of "Indenture Trustee") and (ii) the Mortgage Files held by or on behalf of you as custodian under a certain Pooling Sale and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [________] (the "Sale and Servicing Agreement"), among the Seller, the Depositor, [__________] as originator (the "Originator"), [________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial the Issuing Entity and the Indenture Trustee, the parties hereto agree to (i) the sale by the Seller to the Depositor of the Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Loans listed on the attached Schedule of Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 Loans (the “Certificates”"Subsequent Mortgage Loans"), (ii) Ladies and Gentlemen: This letter is delivered the sale by the Depositor to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) Issuing Entity of the Excess Servicing Fee Right with respect Subsequent Mortgage Loans and (iii) the pledge of the Subsequent Mortgage Loans by the Issuing Entity to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling Sale and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Financial Asset Securities Corp)

Other. (Describe) ___________________________________________ ______________________________________________________________ ______________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ---------------------------------- Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services-- LB-UBS Commercial Mortgage Trust 2006-C7 Re: LB-UBS Commercial Mortgage Trust 2006-C7, Commercial Mortgage Pass-Through Certificates, Series 2006-C7 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of November 13, 2006 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)

Other. (Describe) __________________________________________ ____________________________________________________________ ____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. MIDLAND LOAN SERVICES, INC. By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- Xxxxx Fargo Bank, N.A., as Trustee Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Corporate Trust Services - LB-UBS Commercial Mortgage Trust 2004-C2 [For Xxxxxx Trust Mortgage Loans, with a copy to: LaSalle Bank National Association, as Custodian 000 X. XxXxxxx Street, Suite 1625 Chicago, Illinois 60603 Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial Mortgage Trust 2004-C2] Re: LB-UBS Commercial Mortgage Trust 2004-C2, Commercial Mortgage Pass-Through Certificates, Series 2004-C2 In connection with the administration of the Mortgage Files held by you as Trustee (or by a Custodian on your behalf), under that certain Pooling and Servicing Agreement dated as of March 11, 2004 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Midland Loan Services, Inc., as master servicer (the "Master Servicer") and as special servicer (the "Special Servicer") and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Trustee or by a Custodian on your behalf, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: ________________________________________________ ______________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) successful bidder will be held required to sign a Service Level Agreement with the Municipality. Information required in terms of the Garden Route District Municipality’s Supply Chain Management Policy, Clause 28 (i) (c) (ii). Name of Bidder: Physical Business address of the Bidder Municipal Account Number(s) Name of Director / Member / Partner Identity Number Physical residential address of Director / Member / Partner Municipal Account number(s) I, , the undersigned, (full name in block letters) Signature thus done and signed for and on behalf of the Bidder / Contractor at on the day of 2024 MUNICIPAL ACCOUNTS FOR ALL PROPERTIES OWNED BY BIDDER /S MUST BE ATTACHED TO THE TENDER DOCUMENT! Even if the requested information is not applicable to the Bidder, the table above should be endorsed, NOT APPLICABLE with a reason and this DECLARATION MUST STILL BE COMPLETED AND SIGNED. In the event of leasing, a lease agreement must be attached to the tender document. PRICING SCHEDULE – FIRM PRICES (PURCHASES) IN CASES WHERE DIFFERENT DELIVERY POINTS INFLUENCE THE PRICING, A SEPARATE PRICING SCHEDULE MUST BE SUBMITTED FOR EACH DELIVERY POINT OFFER TO BE VALID FOR 120 DAYS FROM THE CLOSING DATE OF BID. Item No. Quantity Description Bid Price in RSA Currency **(ALL APPLICABLE TAXES INCLUDED) Unit tariff Total Cost - Required by: Xxxxxxxx Xxxxxxx - At: Xxxxxx - Brand and Model …………………………………...... - Country of Origin ………………….....………………. - Does the offer comply with the specification(s)?*YES/NO - If not to specification, indicate deviation(s) ……………………………...……. - Period required for delivery …...………………………………. *Delivery: Firm/Not firm - Delivery basis ……………………………………. Note: All delivery costs must be included in the bid price, for delivery at the prescribed destination. ** “all applicable taxes” includes value- added tax, pay as you earn, income tax, unemployment insurance fund contributions and skills development levies. *Delete if not applicable The Employer, identified in the acceptance signature block, has solicited offers to enter into a contract for the procurement of: The Tender Supplier, identified in the acceptance signature block, has examined the documents listed in the tender data and addenda thereto as listed in the returnable schedules, and by submitting this offer has accepted the undersigned conditions of tender. By the representative of the Tender Supplier, deemed to be duly authorized, signing this part of this form of offer and acceptance, the Tender Supplier offers to perform all of the obligations and liabilities of the contractor under the contract, including compliance with all its terms and conditions according to their true intent and meaning for an amount to be determined in accordance with the provisions conditions of tender identified in the tender data. AS PER PRICING SCHEDULE This offer may be accepted by the employer by signing the acceptance part of this form of offer and acceptance and returning one copy of this document to the tender supplier before the end of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days period of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them validity stated in the Pooling and Servicing Agreement. [__________________________]tender data, whereupon the tender supplier becomes the party named as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents contractor in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them contract identified in the Pooling and Servicing Agreementtender data. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”Signature(s) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”………………………………………….. Name(s) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.……………………………………………… Capacity ……………………………………………… Company Name ………………………….........………………………………………………………...…………..………… Address ……………………………………………………………………………………………………..…………

Appears in 1 contract

Samples: Framework Agreement

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ ----- The undersigned acknowledges that the above Trustee Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereofyou, unless except if the Mortgage Loan has been paid in full, repurchased or substituted for by a Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File (or such portion thereof) will be retained by us permanently), when no longer required by us for such purpose). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer Name of [Master] [Special] Servicer] By: ------------------------------------- Name: Title: EXHIBIT D-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [Date] Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Association, as Certificate Registrar Xxxxx Fargo Center Sixth Street and Marquette Avenue MAC #N9303-121 Xxxxxxxxxxx, Xxxxxxxxx 00000 00000-0000 Attention: WFCM 2015-LC20 Corporate Trust Services (CMBS) Re: Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Trust 2015-LC20Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 TOP14 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below"Certificates") held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and GentlemenDear Sirs: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of a Certificate (the Excess Servicing Fee Right with respect to "Transferred Certificate") having an initial Certificate Balance or Notional Amount as of May ___, 2004 (the "Settlement Date") of $_________________ Mortgage Loan[s] established under . The Certificates were issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March May 1, 2015 (the “Pooling and Servicing Agreement”)2004, among Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Securities, Securities Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsARCap Servicing, Inc., as Trust Advisorspecial servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Xxxxx Fargo Bank, National Association, as Certificate Administratorpaying agent (in such capacity, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe "Paying Agent"). All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as DepositorCertificate Registrar, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], Transferred Certificate with the full right to transfer the Excess Servicing Fee Right such Certificate free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Rightany Certificate, any interest in the Excess Servicing Fee Right any Certificate or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right any Certificate under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of the Excess Servicing Fee Right any Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right any Certificate pursuant to the Securities Act or any state securities laws. Very truly yours, ----------------------------------------- (Transferor) By: ------------------------------------- Name: ----------------------------------- Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx ----------------------------------- EXHIBIT D-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES [DATE] Xxxxx Fargo Bank, National Association Association, as Certificate Registrar Xxxxx Fargo Center Sixth Street and Marquette Avenue MAC #N9303-121 Xxxxxxxxxxx, Xxxxxxxxx 00000-0000 Attention: Corporate Trust Services (CMBS) Re: Bear Xxxxxxx Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 20152004-LC20 TOP14 (the "Certificates") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of the Excess Servicing Fee Right with respect to the Class ______ Certificates having an initial Certificate Balance or Notional Amount as of May ___, 2004 (the "Settlement Date") of $__________ Mortgage Loan[s] established under (the "Transferred Certificates"). The Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of March May 1, 2015 2004 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Bear Xxxxxxx Commercial Mortgage Securities, Securities Inc., as depositor (the "Depositor"), Xxxxx Fargo Bank, National Association, as Master Servicermaster servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsARCap Servicing, Inc., as Trust Advisorspecial servicer, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent and Xxxxx Fargo Bank, National Association, as Certificate Administratorpaying agent (in such capacity, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe "Paying Agent"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master ServicerCertificate Registrar, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereofthereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [GMAC COMMERCIAL MORTGAGE CORPORATION By:__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [___________ Name: Title: EXHIBIT E RESERVED EXHIBIT F-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Xxxxx-Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx-- CDC Commercial Mortgage Trust 2002-FX1 Re: CDC Commercial Mortgage Trust 2002-FX1, Commercial Mortgage Pass-Through Certificates, Series 2002-FX1, Class _____, [having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of June 27, 2002 (the "Closing Date") of $__________] [representing a ______], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (% Percentage Interest in the “Certificates”) subject Class] ------------------------------------------------------------ Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the Excess Servicing Fee Right with respect captioned Certificates (the "Transferred Certificates"), pursuant to the _________________ Mortgage Loan[s] established under Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March 1June 11, 2015 (the “Pooling and Servicing Agreement”)2002, among Xxxxx Fargo Commercial Mortgage Securities, Inc.between Structured Asset Securities Corporation, as Depositor, Xxxxx Fargo Bank, National AssociationGMAC Commercial Mortgage Corporation, as Master Servicer, Rialto Capital Advisors, LLC, Servicer and as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CDC Commercial Mortgage Trust 2002-Fx1)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Zuni Mortgage Loan Trust 2006-OA1, Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of June 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Xxxxxxxxx Mortgage Home Loans, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing LaSalle Bank National Association, as trustee on behalf of Zuni Mortgage Loan Trust 2006-OA1, Mortgage Loan Pass-Through Certificates, Series 2006-OA1, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify LaSalle Bank National Association and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Xxxxx Fargo BankInc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 LaSalle Bank National Association 0000 00xx 000 Xxxxx XxXxxxx Xxxxxx XX XxxxxxxxxxxXxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Zuni Mortgage Loan Trust 20152006-LC20OA1, Commercial Mortgage Loan Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. The Transferee either (x) is not an employee benefit plan subject to Section 406 or Section 407 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), the Trustee of any such plan or arrangement or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer; (y) is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Securities Administrator and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Securities Administrator, and upon which the Securities Administrator and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Master Servicer, any Servicer, the Securities Administrator or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing AgreementAgreement or to any liability, which opinion of counsel shall not be an expense of the Securities Administrator or the Depositor. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March June 1, 2015 2006 (the “Pooling and Servicing Agreement”), ) among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsXxxxxxxxx Mortgage Home Loans, Inc., as Trust AdvisorSeller, Xxxxx Fargo Bank, National AssociationN.A., as Certificate Master Servicer and Securities Administrator, Wilmington Trust Company, as Tax Administrator Delaware Trustee and as Custodian, and Wilmington Trust, LaSalle Bank National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner no transfer of the right ERISA-Restricted Certificates shall be permitted to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security be made to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as unless the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective such transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementhereof. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Zuni 2006-Oa1)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ ----- ----------------------------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------- The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]WACHOVIA BANK, as the Master Servicer NATIONAL ASSOCIATION By: ------------------------------------- Name: Title: Xxxxx Fargo Bank, XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015Global Securitization Trust Services Group-- LB-LC20 Re: Xxxxx Fargo UBS Commercial Mortgage Trust 20152005-LC20C1 Re: LB-UBS Commercial Mortgage Trust 2005-C1, Commercial Mortgage Pass-Through Certificates, Series 20152005-LC20 C1 ------------------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee, under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1January 11, 2015 2005 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc.by and between Structured Asset Securities Corporation II, as depositor, Xxxxx Fargo Wachovia Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacity, the “Custodian”"Master Servicer"), Rialto Allied Capital Advisors, LLCCorporation, as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, LaSalle Bank National Association, as trusteetrustee (the "Trustee), and ABN AMRO Bank N.V., as fiscal agent, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee, with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: ------------------------------------------------------------ Address: Loan ------------------------------------------------------------------ Control No.: -------------------------------------------------------------- If only particular documents in the Mortgage File are requested, please specify which: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you ----- all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)

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Other. (Describe) ____________________________________ ______________________________________________________ __________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ----------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services Group-- LB-UBS Commercial Mortgage Trust 2005-C7 Re: LB-UBS Commercial Mortgage Trust 2005-C7, Commercial Mortgage Pass-Through Certificates, Series 2005-C7 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of October 11, 2005 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), Midland Loan Services, Inc., as special servicer (the "Special Servicer"), LaSalle Bank National Association, as trustee (the "Trustee), and ABN AMRO Bank N.V., as fiscal agent, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C7)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ ---------------------------------------------------- ---------------------------------------------------- The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof10) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [CWCAPITAL ASSET MANAGEMENT LLC By: -------------------------------- Name: Title: EXHIBIT E FORM OF LOAN PAYOFF NOTIFICATION REPORT LOAN PAYMENT NOTIFICATION REPORT as of __________________________], as Special Servicer By_ S4 S55 S61 X00 X0 X0 X00 X00 ---------- ------------ -------- ----- --------- ---- -------- -------- Short Name Scheduled Paid Current Prospectus (When Property Loan Thru Interest Maturity ID Appropriate) Type State Balance Date Rate Date ---------- ------------ -------- ----- --------- ---- -------- -------- Scheduled Payments Unscheduled Payment Total: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee$ S4 P93 P97 Xxxxxxxx Xxxxxxxxx Xxxxxxation ---------- ---------- ----------- ------------------------------------- Preceding Fiscal Yr. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.Expected Expected Prospectus DSCR Most Recent Yield Payment Distribution ID NCR DSCR NCF Maintenance Date Date ---------- ---------- ----------- ----------- -------- ------------ Scheduled Payments Unscheduled Payment

Appears in 1 contract

Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)

Other. (Describe) ____________________________________________________The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ ______________________________________________________________________________[Name of [Master Servicer] [Servicer]] By:__________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo BankServicing Officer Greenwich Capital Acceptance, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxInc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxx Xxxxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Xxxxxxxxx Mortgage Securities Trust 20152003-LC201, Commercial Mortgage Loan Pass-Through Certificates, Series 20152003-LC20 In connection with the administration 1 Ladies and Gentlemen: Pursuant to Section 2.01 of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March January 1, 2015 2003, among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Dated: Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank Minnesota, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc.the undersigned, as depositorTrustee, Xxxxx Fargo Bank, National Associationhereby certifies that, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described each Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents listed in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File Loan Schedule (or portion thereof): ______ 1. The other than any Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case listed on the Mortgage File (or such portion thereofattached schedule) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.received:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc Thorn Mort Sec Tr 2003-1)

Other. [ - ] The undersigned acknowledges that the above Mortgage File will be held by the undersigned and will be returned to you within ten days of our receipt of such Mortgage File, except if the Mortgage Loan has been paid in full, repurchased or substituted for a Qualified Substitute Mortgage Loan (Describein which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Custodial Agreement. [ - ], as [Servicer] By: -------------------------------------- Name: Title: Exhibit Four-2 EXHIBIT FIVE Exhibit E Form of Sarbanes-Oxley Certification Re: The Pooling Agreement dated xx xx Xxxxxxxer 1, 2006 (the "Agreement"), by and among Lares Asset Securitization, Inc., as depositor (the "Depoxxxxx"), Maia Mortgage Finance Statutory Trust, as Seller (the "Seller"), HSBC Bank USA, National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., in its dual capacities as master xxxxxcer (the "Master Servicer") and securities administrator (the "Securities Administrator"). I, ________________________________, the _______________________ of [NAME OF SERVICER], certify to [the Depositor], and the Master Servicer, the Securities Administrator, and their officers, with the knowledge and intent that they will rely upon this certification, that: (1) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on assessment of the Servicer's compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans by the Servicer during 200[______] that were delivered by the Servicer to the Master Servicer or the Securities Administrator pursuant to the Agreement (collectively, the "Servicer Servicing Information"); (2) Based on my knowledge, the Servicer Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicer Servicing Information; (3) Based on my knowledge, all of the Servicer Servicing Information required to be provided by the Servicer under the Agreement has been provided to the Master Servicer or the Securities Administrator; (4) I am responsible for reviewing the activities performed by the Servicer as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement in all material respects; and (5) The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Subservicer and Subcontractor pursuant to the Agreement, have been provided to the Master Servicer. Any material instances of noncompliance described in such reports have been disclosed to the Master Servicer. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. Date: _____________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held By: ------------------------------- Exhibit Five-2 EXHIBIT SIX Exhibit F Form of Periodic Reports to Owner STANDARD FILE LAYOUT - MASTER SERVICING Column Name Description Decimal Format Comment Max Size --------------------------- ------------------------------------------- ------- ----------------------------------- -------- SER_INVESTOR_NBR A value assigned by the undersigned in accordance with Servicer to define Text up to 10 digits 20 a group of loans. LOAN_NBR A unique identifier assigned to each loan Text up to 10 digits 10 by the provisions of investor. SERVICER_LOAN_NBR A unique number assigned to a loan by the Pooling and Servicing Agreement and will Text up to 10 digits 10 Servicer. This may be returned to you or your designee within ten days of our receipt thereof, unless different than the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanentlyLOAN_NBR. Capitalized terms used but not defined herein shall have the meanings ascribed to them BORROWER_NAME The borrower name as received in the Pooling file. Maximum length of 30 (Last, First) 30 It is not separated by first and Servicing Agreementlast name. [__________________________]SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs ($) 11 interest payment that a borrower is expected to pay, as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan NoP&I constant.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Servicing Agreement (Luminent Mortgage Trust 2006-6)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Transfer and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Transfer and Servicing Agreement. ---------------------------------------- [Name of Servicer] By: ------------------------------------ Name: Title: Servicing Officer EXHIBIT C LIST OF SERVICING AGREEMENTS 1. Reconstituted Servicing Agreement by and between Holdings and GreenPoint Mortgage Funding, Inc. dated as of August 1, 2005, as amended EXHIBIT D FORM OF ADVANCE NOTICE ______________ Date [Addressed to Holder of Class L Certificates] In connection with that certain Transfer and Servicing Agreement dated as of August 1, 2005 by and among Xxxxxx ABS Corporation, as Depositor, LaSalle Bank National Association, as Indenture Trustee, GreenPoint Mortgage Funding, Inc., as Master Servicer, and GreenPoint Mortgage Funding Trust 2005-HE3, as Issuer (the "Transfer and Servicing Agreement"), the undersigned Master Servicer hereby requests that you make an advance to the Issuer in the amount of $_____________________________________ (such amount to be deposited into the Reserve Account no later than [date [[two]] Business Days prior to next Payment Date] in accordance with Section 2.01(b) of the Transfer and Servicing Agreement), in respect of the following Draw[s]: Loan no.: Date of Draw: Amount of Draw: [Loan no.: Date of Draw: Amount of Draw:] Total amount of Draws: Amount of total covered by Principal Collections: Capitalized terms used herein shall have the meanings ascribed to them in the Transfer and Servicing Agreement. ________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions [Name of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer Servicer] By: ------------------------------------ Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Greenpoint Mortgage Funding Trust 2005-He3)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File [Lease File] [and] [Loan File] (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Property Management Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless (i) the Mortgage Loan has been paid in full[Tenant] [Borrower] is being evicted, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Lease File] [and] [Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File File] (or such portion thereof) will be returned when no longer required by us for such purpose, or unless (ii) we deliver to the Mortgage Loan Indenture Trustee an Officer’s Certificate stating that the Lease has become a Liquidated Lease and all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account pursuant to Section 3.02(a) have been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanentlyso deposited. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Property Management Agreement. [__________________________]SCF REALTY CAPITAL LLC, as Property Manager and Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx [RATING AGENCY] Re: Xxxxx Fargo Commercial SCF Realty Capital Master Funding, Net-Lease Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Notes Ladies and Gentlemen: This letter notice is being delivered pursuant to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) Section 5.06 of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling that certain Amended and Restated Property Management and Servicing Agreement, dated as of March 1July 11, 2015 2017 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage SecuritiesSCF RC Funding I LLC, Inc.SCF RC Funding II LLC, SCF RC Funding III LLC and each Joining Party, each as an issuer (each, an “Issuer” and collectively, the “Issuers”, SCF Realty Capital LLC (“SCF Realty Capital”), as Depositorproperty manager and special servicer (together with its successors in such capacities, Xxxxx Fargo the “Property Manager” and “Special Servicer,” respectively), Citibank, N.A., not individually but solely as indenture trustee (together with its successors in such capacity, the “Indenture Trustee”) and Midland Loan Services, a division of PNC Bank, National Association, as Master ServicerBack-Up Manager (together with its successors in such capacity, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteethe “Back-Up Manager”). All capitalized Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth assigned to them in the Pooling and Servicing Agreement. Notice is hereby given that the [ ] has designated to serve as the Special Servicer under the Agreement. The Transferor hereby certifiesdesignation of as Special Servicer will become final if certain conditions are met and the applicable Rating Agency delivers to the Issuers and the Indenture Trustee written confirmation that if the person designated to become the Special Servicer were to serve as such, represents and warrants to yousuch event would not result in the downgrade, as Depositor, that: 1. The Transferor is the lawful owner qualification or withdrawal of the right to receive the Excess Servicing Fees higher of (the “Excess Servicing Fee Right”i) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed such Rating Agency’s then current ratings of the Excess Servicing Fee RightNotes and (ii) the rating of the Notes a the time of the original issuance thereof. Accordingly, any interest such confirmation is hereby requested as soon as possible. Please acknowledge receipt of this notice by signing the enclosed copies of this notice where indicated below and returning them to each of the Issuers and the Indenture Trustee, in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities lawsenclosed stamped self-addressed envelope. Very truly yours, as Indenture Trustee By: Name: Title: Xxxxx Fargo Commercial Mortgage SecuritiesReceipt acknowledged: S&P GLOBAL, Inc. c/o Wells Fargo SecuritiesINC. By: Name: Title: Date: SCF RC Funding I LLC 00 Xxxxxxx Xx., Xxx. 000 Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxx SCF RC Funding II LLC 375 Park Avenue00 Xxxxxxx Xx., 2nd FloorXxx. 000 Xxxxxxxxx, X0000-XX 00000 Attention: Xxxx Xxxxxxxx SCF RC Funding III LLC 00 Xxxxxxx Xx., Xxx. 000 Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxxxx [ADDITIONAL ISSUERS] [ ] [ ] Citibank, N.A., not in its individual capacity but solely as Indenture Trustee 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Agency & Trust – SCF Realty Capital Master Trust Re: Xxxxx Fargo Commercial SCF Realty Capital Master Funding, Net-Lease Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Notes Ladies and Gentlemen: This letter is delivered Pursuant to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) Section 5.06 of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling Amended and Restated Property Management and Servicing Agreement, dated as of March 1July 11, 2015 2017 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage SecuritiesSCF RC Funding I LLC, Inc.SCF RC Funding II LLC, SCF RC Funding III LLC and each Joining Party, each as an issuer (each, an “Issuer” and collectively, the “Issuers”, SCF Realty Capital LLC (“SCF Realty Capital”, as Depositorproperty manager and special servicer (together with its successors in such capacities, Xxxxx Fargo the “Property Manager” and “Special Servicer,” respectively, Citibank, N.A., not individually but solely as indenture trustee (together with its successors in such capacity, the “Indenture Trustee” and Midland Loan Services, a division of PNC Bank, National Association, as Master ServicerBack-Up Manager (together with its successors in such capacity, Rialto Capital Advisorsthe “Back-Up Manager”, LLCthe undersigned hereby agrees with all the other parties to the Agreement that the undersigned shall serve as Special Servicer under, and as defined in, the Agreement. The undersigned hereby acknowledges that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the full extent indicated therein in the capacity of Special Servicer, Trimont Real Estate Advisors, Inc.. The undersigned hereby makes, as Trust Advisorof the date hereof, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator the representations and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings warranties set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none Section 2.01 of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions following corrections with respect to type of Section 3.11 entity and jurisdiction of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.organization: . [NAME OF ENTITY] By: Name: Title: KNOW ALL MEN BY THESE PRESENTS:

Appears in 1 contract

Samples: Property Management and Servicing Agreement (Essential Properties Realty Trust, Inc.)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage Custodial File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling Transfer and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereofof such Custodial File, unless except if the Mortgage Loan has been paid in full, repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage Custodial File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling ) and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless except if the Mortgage Loan is being foreclosed, foreclosed (in which case the Mortgage Custodial File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Custodial Agreement. Name of Master Servicer [__________________________], as Special or Servicer or Subservicer] By: Name: Title: Xxxxx Fargo Commercial Servicing Officer I, , being duly sworn, do hereby state under oath that: 1. I am a duly elected of Fieldstone Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 Investment Corporation (the “CertificatesCompany”) Ladies and Gentlemen: am duly authorized to make this affidavit. 2. This letter affidavit is being delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the _________________ Mortgage Loan[s] established under the Pooling Transfer and Servicing Agreement, dated as of March 1[ ], 2015 (the “Pooling and Servicing Agreement”)2005, among Xxxxx Fargo Commercial Fieldstone Mortgage Securities, Inc.Investment Corporation, as Depositor, Xxxxx Fargo Bank, National Association[ ], as Trust Administrator and Master Servicer, Rialto Capital Advisors, LLC[ ], as Special Indenture Trustee, Fieldstone Servicing Corp., as Servicer, Trimont Real Estate Advisors, Inc.[ ], as Trust AdvisorSubservicer, Xxxxx Fargo Bank, National Associationand Fieldstone Investment Corporation, as Certificate AdministratorSeller, as Tax Administrator and as Custodian, and Wilmington relating to the Fieldstone Mortgage Investment Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have Series 2005-[ ] Mortgage-Backed Notes (the respective meanings set forth in the Pooling and Servicing Agreement”). 3. The Transferor hereby certifies, represents and warrants is the payee under the following described Mortgage Note (“Mortgage Note”) which evidences the obligation of the borrower(s) to you, as Depositor, thatrepay the Mortgage Loan: Loan Number: Mortgage Note Date: Borrower(s): Original Payee (if not the Company): Original Amount: Mortgage Rate: Address of Mortgaged Property: 14. The Transferor Company is the lawful owner of the right to receive Mortgage Note and has not cancelled, altered, assigned or hypothecated the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverNote. 25. Neither A thorough and diligent search for the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial executed original Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies Note was undertaken and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities lawswas unsuccessful. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Other. (Describe) Time shall be of the essence for all purposes of this Agreement. As used herein, "business day" shall mean any day other than a day on which banks are permitted or required to be closed in New York City. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, NORTHERN STATES POWER COMPANY By The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE] By For itself or themselves and as Representatives of the several Underwriters, if any, named in Schedule II to the foregoing Agreement. 22 SCHEDULE I Underwriting Agreement dated Registration Statement No. 333- Representatives and Addresses: Debt Securities: Designation: Principal Amount: $ Supplemental Indenture dated as of: Date of Maturity: Interest Rate: _______% per annum, payable _______ and _______ of each year, commencing _______. Purchase Price: _______% of the principal amount thereof, plus accrued interest from _______ to the date of payment and delivery. Public Offering Price: _____________________________________________________________% of the principal amount thereof, plus accrued interest from _______ ____________________________________________________________________________________________________________to the date of payment and delivery. Redemption Provisions: Payment to be made in federal (same day) funds. ____ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Yes ___________________________ No Closing Date and Location: Office for Delivery of Debt Securities: Office for Payment of Debt Securities: Office for Checking of Debt Securities: SCHEDULE II NAME AMOUNT Total EXHIBIT A FORM OF OPINION OF XXXX X. XXXXXXX Gentlemen: For the purpose of rendering this opinion, I have examined the proceedings taken by Northern States Power Company, a Minnesota corporation, herein called the "Company," with respect to the issue and sale by the Company of $[ ] principal amount of Debt Securities, Series due [ ], as herein called the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 "Debt Securities." In connection with therewith I have participated in the administration preparation of the Mortgage Files held by proceedings for the issuance and sale of the Debt Securities including the Underwriting Agreement dated [ ], [ ], between you and the Company relating to your purchase of the Debt Securities, herein called the "Agreement," and have either participated in the preparation of or on behalf of you examined the Indenture dated July 1, 1999, as custodian under a certain Pooling previously amended and Servicing Agreementsupplemented, and the Supplemental Indenture dated as of March 1[ ], 2015 ([ ], creating the “Pooling and Servicing Agreement”)Debt Securities, among all from the Company to Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo BankBank Minnesota, National Association, as master servicer, Xxxxx Fargo Bank, National Associationsuccessor Trustee (which Indenture, as certificate administratorso amended and supplemented, and Supplemental Indenture are herein collectively called the "Indenture"). I also have participated in the preparation of or examined the registration statement and any amendments thereto and the accompanying prospectuses and any supplements thereto, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right filed under the Securities Act of 1933, as amended (the “Securities "Act"), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under Debt Securities. Whenever the Pooling and Servicing Agreementterms "Registration Statement" or "Prospectus" are used herein, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein they shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifiesMy examination has extended to all statutes, represents records, instruments, and warrants documents which I have deemed necessary to you, as examine for the Depositor and purposes of this opinion. I am of the applicable Master Servicer, opinion that: 1. The Transferee Company has been duly incorporated and is acquiring a legally existing corporation under the laws of the State of Minnesota; has corporate power, right, and authority to do business and to own property in the states of Minnesota, North Dakota and South Dakota in the manner and as set forth in the Prospectus; has corporate power, right and authority to receive Excess Servicing Fees (own securities of its subsidiaries; is qualified to do business as a foreign corporation under the “Excess Servicing Fee Right”) laws of the states of North Dakota and South Dakota; and has corporate power, right, and authority to make the Indenture and issue and sell the Debt Securities; 2. The authorized capital stock of the Company is as set forth in the Prospectus and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; 3. The Agreement has been duly authorized, executed, and delivered by the Company and is a valid and binding obligation of the Company, except to the extent that the provisions for indemnities may be held to be unenforceable as against public policy; 4. The Indenture has been duly authorized, executed and delivered by the Company and, assuming that the Indenture is the valid and legally binding obligation of the Trustee, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its own account for investment terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and not with a view similar laws of general applicability relative to or for sale affecting creditors' rights or transfer remedies according to general equity principles whether such principles are considered in connection with any distribution thereof, in whole law or in partequity; 5. The issuance of the Debt Securities in accordance with the terms of the Indenture and the sale and delivery thereof pursuant to the provisions of the Agreement have been duly authorized by the Company; the statements made under the caption "Description of Senior Unsecured Debt Securities" in the Prospectus, insofar as they purport to summarize provisions of documents specifically referred to therein, fairly present the information called for with respect thereto by Form S-3; the Debt Securities have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee and upon payment and delivery in accordance with the Agreement, will constitute valid and legally binding obligations of the Company enforceable (subject to the qualifications expressed in paragraph 4 above with respect to the validity and enforceability of certain of the provisions of the Indenture) against the Company in accordance with their terms and entitled to the benefits of the Indenture; 6. The statements under the caption "Description of Senior Unsecured Debt Securities" in the Prospectus, insofar as they purport to summarize provisions of the documents specifically referred to therein, are accurate in all material respects; 7. Neither the execution and delivery of the Indenture or the Agreement, the consummation of the transactions contemplated thereby, the issuance and delivery of the Debt Securities nor the compliance by the Company with all the terms and provisions of the Indenture or the Agreement will result in a breach of any manner of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument known to me to which would violate the Securities Company is a party or in which the Company has a beneficial interest or by which it is bound or to which any of its property or assets is subject, or the Articles of Incorporation, as amended, or by-laws of the Company or, to the best of my knowledge, any order, rule or regulation applicable to the Company of any court or of any Federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its property; 8. The Registration Statement has become effective under the Act. The Prospectus Supplement (as defined in the Agreement) has been filed pursuant to Rule 424(b) under the Act, and no proceedings for a stop order have been instituted or to my knowledge are pending or threatened under Section 8(d) of the Act; the Minnesota Public Utilities Commission has issued its order approving the Company's capital structure which order authorizes the issuance of the Debt Securities; the Indenture has been duly qualified under the Trust Indenture Act of 19331939, as amended (the "Trust Indenture Act"); and no further approval of, authorization, consent, certificate or order of any governmental body, federal, state or other, is required in connection with the issuance and sale of the Debt Securities Act”)by the Company to you as provided in the Agreement, or any applicable except as may be required by state securities laws.; 29. The Transferee understands that At the time the Registration Statement became effective, the Registration Statement (aother than the financial statements and supporting schedules included or incorporated by reference therein, as to which no opinion is being expressed) complied as to form in all material respects with the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none requirements of the DepositorAct, the Trusteerules and regulations thereunder, Certificate Administrator the Trust Indenture Act and the rules and regulations thereunder; 10. I do not know of any legal or governmental proceedings required to be described in the Certificate Registrar is obligated so Prospectus which are not described as required nor of any contracts or documents of a character required to register be described in the Registration Statement or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not Prospectus or to be resold or transferred unless it is (i) registered pursuant filed as exhibits to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions Registration Statement which are exempt from such registration not described and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached filed as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.required;

Appears in 1 contract

Samples: Underwriting Agreement (Northern States Power Co)

Other. (Describe) ______________________________________________________________The undersigned acknowledges that the above Custodial File will be held by the undersigned in accordance with the provisions of the Pooling Agreement and will be returned to you within ten days of our receipt of the Custodial File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Custodial File will be retained by us permanently). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Custodial Agreement. Name of Master Servicer (or Servicer) By: ___________________________ Name: Title: Servicing Officer EXHIBIT B-5 FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT I __________________________________________________________________________________________, being duly sworn, do hereby state under oath that: 1. I am a duly elected ______________________ The undersigned acknowledges that of Maia Mortgage Finance Statutory Trust, Inc. (the above Mortgage File (or requested portion thereof"Company") will be held by the undersigned and am duly authorized to make this affidavit. 2. This affidavit is being delivered in accordance connection with the provisions transfer of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid described in full, in which case Paragraph 3 hereof by the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed Company pursuant to them in the Pooling and Servicing Agreement. [__________________________]Agreement dated as of December 1, 2006, among the Company as seller, HSBC Bank USA, National Association as trustee, Xxxxx Asset Securitization, Inc., as the Master Servicer By: Name: Title: depositor, and Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A., Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial as master servicer and securities administrator, relating to the Luminent Mortgage Trust 20152006-LC20, Commercial 7 Mortgage Pass-Through Certificates, Series 20152006-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 7 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer [ ] is the Excess Servicing Fee Right or any interest therein except in compliance with payee under the provisions of Section 3.11 following described Mortgage Note ("Mortgage Note") which evidences the obligation of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.borrower(s) to repay the Mortgage Loan:

Appears in 1 contract

Samples: Custodial Agreement (Luminent Mortgage Trust 2006-7)

Other. (Describe) _______________________________________________________The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (in which case the Mortgage File will be returned when no longer required by us for such purpose). Capitalized terms used herein shall have the meanings ascribed to them in the Custodial Agreement. __________________________________ __________________________________________________________________________________[Name of Servicer] By: ______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Servicing Officer EXHIBIT J [RESERVED] EXHIBIT K OFFICER'S CERTIFICATE OF TRUSTEE Xxxxxxx Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage SecuritiesInvestors, Inc. c/o Wells Fargo Securities000 Xxxxx Xxxxxx 4 World Financial Xxxxxx, LLC 375 Park Avenue, 2nd Floor, X0000-000 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Terwin Mortgage Trust 2015Trust, Asset-LC20, Commercial Mortgage Pass-Through Backed Certificates, Series 2015TMTS 2003-LC20 (the “Certificates”) Ladies and Gentlemen: This letter 8HE Reference is delivered made to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March December 1, 2015 2003 (the “Pooling and Servicing "Agreement"), by and among Xxxxxxx Xxxxx Fargo Commercial Mortgage SecuritiesInvestors, Inc., as depositor (the "Depositor"), Ocwen Federal Bank FSB, as a servicer, GreenPoint Mortgage Funding Inc., as a servicer and Xxxxx Fargo BankBank Minnesota, National Association, as Master Servicertrustee (the "Trustee"). I, Rialto Capital Advisors[identify the certifying individual], LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodiana [title] of the Trustee hereby certify to the Depositor, and Wilmington Trustits officers, National Associationdirectors and affiliates, as Trustee. All capitalized terms used but not otherwise defined herein shall have and with the respective meanings set forth in the Pooling knowledge and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositorintent that they will rely upon this certification, that: 1. The Transferor is I have reviewed the lawful owner Monthly Statements delivered pursuant to the Agreement since the last Officer's Certificate executed pursuant to Section 3.21 of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold Agreement [or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of first certification, since the Excess Servicing Fee Right under the Securities Act of 1933, as amended Cut-off Date] (the “Securities Act”"Trustee Information"), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Asst Back Certs Ser TMTS 2003 8he)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges You hereby acknowledge and agree that you have previously signed the above Mortgage File (or requested portion thereof) will be held by the undersigned Company’s Employment, Confidential Information, and Invention Assignment Agreement, and that such agreement remains in accordance with the provisions full force and effect. To indicate your acceptance of the Pooling terms and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings conditions set forth in this Letter, please sign and date this Letter in the Pooling space provided below and Servicing Agreementreturn it to Xxxx Xxxxxxxx within three (3) business days of this Letter’s date. The Transferor hereby certifiesThis Letter may not be modified or amended except by a written agreement, represents signed by the Company and warrants to by you, as Depositorexcept that the Company may, that: 1in its sole discretion, adjust salaries, incentive compensation, benefits, job titles, locations, duties, responsibilities, and reporting relationships. The Transferor is the lawful owner of the right We look forward to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) continuing to work with respect to the _________________ Mortgage Loan[s]you. Sincerely, with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage SecuritiesReachLocal, Inc. c/o Wells Fargo Securities/s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx, LLC 375 Park AvenueChief Operating Officer I hereby accept employment with ReachLocal, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (Inc. on the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in this Letter. I acknowledge that the Pooling and Servicing Agreement. The Transferee hereby certifiesterms described in this letter, represents and warrants to you, as together with the Depositor Non-Disclosure Agreement and the applicable Master ServicerArbitration Agreement, thatset forth the entire understanding between us and no promises, representations or commitments have been made to me concerning my employment with ReachLocal, Inc. other than those set forth in this Letter. /s/ Xxxx Xxxxxx Xxxx Xxxxxx Subject to the Relocation Cap, the Company shall reimburse you for the following expenses: 1A. Home Selling/Home Purchasing Expenses. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.• Home Selling Expenses 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (Title Insurance b) none Property Transfer Fees c) Attorney Fees d) Recording Fees e) Realty Fees/Commissions to a Maximum of the Depositor6% f) Legally required inspection fees • Home Buying Expenses: The Company will reimburse all home buying expenses, the Trusteeincluding but not limited to: a) Loan origination fees, Certificate Administrator Credit Report Fees b) Survey Fees, Appraisal Fees c) Certification Fees, Underwriting Fees, Processing Fees, Wire Transfer Fees d) Title Insurance, Title Binder/Commitment Fees, Abstract or the Certificate Registrar is obligated so Title Search Fees e) Property Transfer Fees f) Attorney Fees g) Recording Fees, Document Preparation Fees h) Inspection Fees • Carrying costs on home in Texas: Up to register or qualify the Excess Servicing Fee Right3 months of interest, property taxes, insurance, maintenance, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred utilities on Texas home, only if you purchase a home in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially California before you sell your home in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing AgreementTexas. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Employment Agreement (ReachLocal Inc)

Other. (Describe) ____________________________________ ______________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [SPECIAL SERVICER] By: __________________________], as the Master Servicer By: _ Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated EXHIBIT E FORM OF LOAN PAYOFF NOTIFICATION REPORT LOAN PAYMENT NOTIFICATION REPORT as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [_____________________ Servicer Estimated S4 S55 S61 S58 P7 P8 P10 P10 X00 X00 Xxxxxxxxxxx ----------------------------------------------------------------------------------------------------------------------------------- Short Preceding Most Name Scheduled Paid Current Fiscal Yr. Recent Expected Expected Prospectus (When Property Loan Thru Interest Maturity DSCR DSCR Yield Payment Distribution ID Appropriate) Type State Balance Date Rate Date NCR NCF Maintenance Date Date ----------------------------------------------------------------------------------------------------------------------------------- Scheduled Payments Unscheduled Payment Total: $ ----------------------------------------------------------------------------------------------------------------------------------- The Borrower has only requested the information to pay-off. This does not indicate a definite payment. EXHIBIT F-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES [Date] [TRUSTEE] Attention: Global Securities Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 200[_]-[___] Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 200[_]-[___], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 200[_]-[___], Class _____, [having an initial aggregate [Certificate Principal Balance] [Certificate Notional Amount] as of [_____________] (the “Certificates”"Closing Date") of $__________] [representing a ____% Percentage Interest in the subject Class] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________________ (the "Transferor") to __________________________ (the "Transferee") of the Excess captioned Certificates (the "Transferred Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Fee Right with respect to Agreement (the "Pooling and Servicing Agreement"), dated as of [_____________], between Greenwich Capital Commercial Funding Corp., as Depositor, [____________], as Master Servicer, [____________], as Special Servicer and [_________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association], as Trustee. All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, and for the benefit of the Trustee and the Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Sale and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Sale and Servicing Agreement. _____________________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________________ Name: Title: Servicing Officer EXHIBIT G-1 FORM OF RECEIPT OF MORTGAGE NOTE RECEIPT OF MORTGAGE NOTE Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New York, New York 10179 Thornburg Mortgage Securities Trust 2007-3 Wilmington Trust Company, as Owner Trustee 1100 North Market Street Wilmington, Delaware 19890 Re: Thornburg Mortgage Securities Trust 2007-3, Mortgage-Backed Notes, Series 2007-3 Ladies and Gentlemen: Pursuant to Section 2.01 of the Sale and Servicing Agreement, dated as of July 1, 2007, among Structured Asset Mortgage Investments II Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Owner Trustee and LaSalle Bank National Association, as Indenture Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By:____________________________________________________ Name: Title: Dated: EXHIBIT 1 MORTGAGE LOAN SCHEDULE EXHIBIT 2 EXCEPTION REPORT EXHIBIT G-2 FORM OF INTERIM CERTIFICATION OF INDENTURE TRUSTEE INTERIM CERTIFICATION OF INDENTURE TRUSTEE [date] Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New York, New York 10179 Thornburg Mortgage Home Loans, Inc. 150 Washington Avenue, Suite 302 Santa Fe, New Mexico 87501 Thornburg Mortgage Funding, Inc. 150 Washington Avenue, Suite 302 Santa Fe, New Mexico 87501 Thornburg Mortgage Securities Trust 2007-3 Wilmington Trust Company, as Owner Trustee 1100 North Market Street Wilmington, Delaware 19890 Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Re: Sale and Servicing Agreement by and among Structured Asset Mortgage Investments II Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Owner Trustee and LaSalle Bank National Association, as Indenture Trustee and Custodian, Thornburg Mortgage Securities Trust 2007-3 Mortgage-Backed Notes, Series 2007-3 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Sale and Servicing Agreement (the "Sale and Servicing Agreement"), the undersigned, as Indenture Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: 1. all documents required to be delivered to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement are in its possession; 2. such documents have been reviewed by the Indenture Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and 3. based on the Indenture Trustee's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Indenture Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Sale and Servicing Agreement. The Indenture Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Sale and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By:___________________________________________________ Name: Title: EXHIBIT G-3 FORM OF FINAL CERTIFICATION OF TRUSTEE FINAL CERTIFICATION OF TRUSTEE [date] Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New York, New York 10179 Thornburg Mortgage Home Loans, Inc. 150 Washington Avenue, Suite 302 Santa Fe, New Mexico 87501 Thornburg Mortgage Funding, Inc. 150 Washington Avenue, Suite 302 Santa Fe, New Mexico 87501 Thornburg Mortgage Securities Trust 2007-3 Wilmington Trust Company, as Owner Trustee 1100 North Market Street Wilmington, Delaware 19890 Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Re: Sale and Servicing Agreement among Structured Asset Mortgage Investments II Inc., as Depositor, Thornburg Mortgage Home Loans, Inc., as Initial Seller, Thornburg Mortgage Funding, Inc., as Seller, Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Owner Trustee and LaSalle Bank National Association, as Indenture Trustee and Custodian, Thornburg Mortgage Securities Trust 2007-3 Mortgage Backed Notes, Series 2007-3 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Sale and Servicing Agreement (the "Sale and Servicing Agreement"), the undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Indenture Trustee pursuant to Section 2.01 of the Sale and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the "Mortgage Loan Schedule" in Section 1.01 of the Sale and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Indenture Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Sale and Servicing Agreement. The Indenture Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Sale and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Indenture Trustee By:_____________________________________________________ Name: Title: EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Thornburg Mortgage Home Loans, Inc. (the "Initial Seller") and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________ (the "Note"). That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Initial Seller's records show that an amount of principal and interest on said Note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost Note. The Seller executes this Affidavit for the purpose of inducing LaSalle Bank National Association, as indenture trustee on behalf of Thornburg Mortgage Securities Trust 2007-3, Mortgage Loan Pass-Through Certificates, Series 2007-3, to accept the transfer of the above described loan from the Initial Seller. The Initial Seller agrees to indemnify LaSalle Bank National Association and Structured Asset Securities Corporation and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: ___________________________ _______________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__. ________________________________________ ________________________________________ My commission expires _________________________________________________________________________ The undersigned acknowledges that . EXHIBIT I [Reserved] [Reserved] [Reserved] EXHIBIT K [Reserved] EXHIBIT L [Reserved] EXHIBIT M FORM OF CERTIFICATE OF TRUST This Certificate of Trust of Thornburg Mortgage Securities Trust 2007-3 (the above Mortgage File (or requested portion thereof"Trust") will be held is being duly executed and filed by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]undersigned, as owner trustee, to form a statutory trust under the Master Servicer By: Name: Title: Xxxxx Fargo BankDelaware Statutory Trust Act, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 12 Del. C. §§ 3801 et seq. (the “Pooling and Servicing Agreement”"Act"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Structured Asset Mortgage Investments Ii Inc)

Other. Such other events, if any, as may be specified in the Aircraft Lease Agreement. SCHEDULE 10 [NOT APPLICABLE] SCHEDULE 11 FORM OF LEASE TERMINATION CERTIFICATE The undersigned hereby certify that the Aircraft Lease Agreement dated as of ____________________, _________ between the undersigned Lessor and undersigned Lessee, and as further described in the Appendix attached hereto, has terminated (Describeexcept as described in Section 15.1 of the Common Terms Agreement incorporated therein) and the aircraft and aircraft engines covered thereby are no longer subject to the terms thereof. This certificate may be executed in one or more counterparts each of which when taken together shall constitute one and the same instrument. DATED this ____________ day of __________________, ___________ LESSOR LESSEE [INSERT LESSOR'S NAME] [INSERT LESSEE'S NAME] By: ____________________________________________________________ By: ______________________________ Title: ______________________________________________________________________________________ Title: ___________________________ The undersigned acknowledges that SCHEDULE 12 FORM OF LEASE SUPPLEMENT NO. 1 LEASE SUPPLEMENT NO. 1, dated ________________, ______, between _______________, [a corporation organized under the above Mortgage File laws of ______________] [, not in its individual capacity, but solely as owner trustee] (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling "Lessor"), and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as a corporation organized under the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration laws of the Mortgage Files held by or on behalf of you as custodian under a ___________________("Lessee"). Lessor and Lessee have previously entered into that certain Pooling and Servicing Agreement, Aircraft Lease Agreement dated as of March 1__________________, 2015 including the Common Terms Agreement as defined therein (the “Pooling and Servicing Agreement”)collectively, among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned herein referred to as the Special Servicer "Agreement" and the defined terms therein being hereinafter used with respect the same meaning). The Agreement provides for the execution and delivery from time to time of a Lease Supplement substantially in the form hereof for the purpose of leasing the aircraft described below under the Agreement as and when delivered by Lessor to Lessee in accordance with the terms thereof. The Agreement and this Lease Supplement relate to the following Aircraft, Engines and Parts as more precisely described Mortgage Loan hereby requests a release below and in the Certificate of Technical Acceptance. A counterpart of the Mortgage File (or Agreement is attached hereto and this Lease Supplement and the portion thereof specified below) held by or on behalf Agreement shall form one document. In consideration of you the premises and other good and sufficient consideration, Lessor and Lessee hereby agree as Custodian with respect follows: 1. Lessor hereby delivers and leases to such Mortgage Loan for Lessee under and pursuant to the reason indicated below. Property Name: Address: Loan No.: If only particular documents in Agreement and Lessee hereby accepts, acknowledges receipt of possession and leases from Lessor under and pursuant to the Mortgage File are requestedAgreement, please specify which: Reason for requesting Mortgage File (or portion thereof): that certain ___________ 1. The Mortgage Loan is being foreclosed. aircraft, and the ___________ 2. Other. (Describe___) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_ Engines (each of which Engines has 750 or more rated takeoff horsepower or the equivalent of such horsepower) described in Schedule 1 hereto, as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 together with the Aircraft Documents and Records described in the Agreement (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”"Delivered Aircraft"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none Delivery Date of the Depositor, Delivered Aircraft is the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially date of this Lease Supplement set forth in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementopening paragraph hereof. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Aircraft Lease Agreement (Turn Works Acquisition Iii Sub a Inc)

Other. (Describe) )________________________________ __________________________________________________ __________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. GMAC COMMERCIAL MORTGAGE CORPORATION By:______________________________________ Name: Title: EXHIBIT D-2 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ___________ LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attentxxx: Xxxxxx Xxxxxxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3 Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Series 2005-GG3 ----------------------------------------------------- In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee under that certain Pooling and Servicing Agreement dated as of February 10, 2005 (the "Pooling and Servicing Agreement"), by and among Greenwich Capital Commercial Funding Corp. as depositor, GMAC Commercial Mortgage Corporation as master servicer (the "Master Servicer"), the undersigned as special servicer (the "Special Servicer"), you as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal agent, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to the following described Mortgage Loan for the reason indicated below. Property Name:___________________________________________________ Address: ________________________________________________________ Control No.: ____________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: ___________________________________________ _________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GCCFC 2005-Gg3)

Other. (Describe) _____________________________________________________________The leases will contain other provisions, establishing the rights and obligations of the Landlord and Tenant, as are typically included in commercial retain or office leases. EXHIBIT "D" FORM OF TENANT ESTOPPEL CERTIFICATE To: ____________________________ ____________________________ ____________________________ ____________________________ Attn:______________________ Re: Lease Dated:________________________________ Landlord:___________________________________ Tenant:_____________________________________ Premises: ______________ Square Feet, 000 Xxxxxxxxxx Xxx, Xxxxx _____ Xxxxxx Xxxxxx, XX. The undersigned tenant (herein called "Tenant") is the lessee of certain space (the "Premises") located at the above-captioned address (the "Property") under the terms of a lease (the "Lease") with __________________, a California _____________________ ("Landlord"). Landlord intends to transfer the Property and assign the Landlord's interest in the Lease to _____________________________________________________ The undersigned acknowledges ("Buyer"). At Buyer's request, and knowing that Buyer will rely upon the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions accuracy of the Pooling information contained herein in connection with Buyer's acquisition of the Property, Tenant certifies to Buyer as follows: 1. The Lease is dated _______________ 19___. A true, correct and Servicing Agreement complete copy of the Lease is attached hereto and will be returned to you or your designee within ten days incorporated herein by this reference. 2. The commencement date of our receipt thereofthe Lease is _______________, unless 19__, and the Mortgage Loan has been paid in full, in which case expiration date of the Mortgage File (or such portion thereof) will be retained by us permanentlycurrent term of the Lease is ___________ 19_. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [The commencement of occupancy was ________________, 19____. (a) The fixed monthly rental presently payable under the Lease is $_________ and has been paid through __________]_, as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describeb) The undersigned acknowledges that All additional rent (including, as applicable, operating costs, common area expenses, taxes, utilities, adjusted base rents, inflation adjustments, percentage rents, etc.) payable under the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions terms of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan Lease has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [through _______________, 19__, and the Tenant is not presently contesting any amount or Tenant's share thereof. (c) Tenant has paid all taxes, charges, maintenance, insurance, utilities and other costs or expenses payable by Tenant under the terms and provisions of the Lease and no amounts remain unpaid as of the date hereof. 4. The amount of security deposit being held by Landlord is $___________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (. No interest is or will in the “Certificates”) Ladies and Gentlemen: This letter is delivered to you future become due or payable in connection with the transfer by _________________ (security deposit. 5. The Lease is in full force and effect and is binding and enforceable against Tenant in accordance with its terms. 6. The Lease constitutes the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right entire agreement between Landlord and Tenant with respect to the _________________ Mortgage Loan[s] established under Premises and the Pooling and Servicing AgreementLease has not been amended, dated as of March 1modified, 2015 (the “Pooling and Servicing Agreement”)supplemented, among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodianrenewed or otherwise changed in any way, and Wilmington Trustthere are no agreements or obligations between Tenant and Landlord, National Associationeither oral or written, as Trusteeto amend, renew, supplement, change or modify the terms or provisions of the Lease. 7. All capitalized terms used but not otherwise defined herein shall work and tenant improvements required by the Lease to be completed have been completed in the respective meanings manner and in accordance with the terms, conditions and covenants set forth in the Pooling Lease to the satisfaction of Tenant, and Servicing Agreementno payments are required to be made to Tenant in connection therewith. The Transferor hereby certifiesTenant is not aware of any defects in the Premises or in the Building of which the Premises are a part. 8. Tenant has accepted the Premises and is in full and complete possession thereof. 9. Tenant has not assigned, represents and warrants sublet, or encumbered its interest in the Lease. 10. Tenant has performed no alterations or works of improvement upon the Premises for which any contractor, xxxxxxx or supplier is still unpaid or for which any mechanic or materialman may be entitled to youfile a lien against the Premises. 11. Tenant claims no offsets, as Depositorset-offs, that: 1. The Transferor is rebates, concessions, "free rent" or defenses to the lawful owner enforcement of the right to receive agreements, terms, covenants or conditions of the Excess Servicing Fees (the “Excess Servicing Fee Right”) Lease, including, without limitation, with respect to any base rent, additional rent, or other amount payable under the _________________ Mortgage Loan[s]terms of the Lease. No rent under the Lease has been paid other than as is currently due, and there exist no credits or allowances to which Tenant is entitled. 12. Neither Landlord nor, to the best of Tenant's knowledge, Tenant is in default in the performance or observance of any of its obligations under the Lease, and no event has occurred and no conditions exist that, with the full right to transfer giving of notice or the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed passage of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other mannertime, or (e) taken any other actionboth, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution default under the terms of the Excess Servicing Fee Right under Lease. 13. Tenant has no option to renew the Securities Act of 1933, as amended (the “Securities Act”)Lease, or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act to lease any other space in, or to purchase all or any state securities lawspart of, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yoursProperty, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated except as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities lawsLease. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inprise Corp)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-7 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of September 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ______________________ Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of September 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-7 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ________________________________ Name: ______________________________ Title: _______________________________ Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of September 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-7 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ____________________________________ Name: __________________________________ Title: ___________________________________ Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of HarborView Mortgage Loan Trust 2007-7, Mortgage Loan Pass-Through Certificates, Series 2007-7, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association N.A. 0000 00xx Xxxxxx Xxx Xxxxxxxxx Xx. Xxxxxxxx, XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 2015-LC20, Commercial Mortgage Loan Pass-Through Certificates, Series 20152007-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 7, Class R Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. The Transferee either (x) is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2007-5, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March September 1, 2015 2007 (the “Pooling and Servicing Agreement”), ) among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Greenwich Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsFinancial Products, Inc., as Trust AdvisorSeller, Xxxxx Fargo Bank, National AssociationN.A., as Certificate Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Tax Administrator Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and Wilmington Trust, National Association, as Trusteethe Certificate Registrar have received a certificate from such transferee in the form hereof. All capitalized terms Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings set forth assigned to them in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2007-7)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage Custodial File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling Transfer and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereofof such Custodial File, unless except if the Mortgage Loan has been paid in full, repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage Custodial File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling ) and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless except if the Mortgage Loan is being foreclosed, foreclosed (in which case the Mortgage Custodial File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Custodial Agreement. Name of Master Servicer [__________________________], as Special or Servicer or Subservicer] By: Name: Title: Xxxxx Fargo Commercial Mortgage SecuritiesServicing Officer I, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenuebeing duly sworn, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 do hereby state under oath that: 1. I am a duly elected of NYMT Securities Corporation (the “CertificatesCompany”) Ladies and Gentlemen: am duly authorized to make this affidavit. 2. This letter affidavit is being delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect Mortgage Loan described in Paragraph 3 hereof by the Company pursuant to the _________________ Mortgage Loan[s] established under the Pooling Transfer and Servicing Agreement, dated as of March 1[ ], 2015 (the “Pooling and Servicing Agreement”)2005, among Xxxxx Fargo Commercial Mortgage Securities, Inc.NYMT Securities Corporation, as Depositor, Xxxxx Fargo Bank, National Association[ ], as Trust Administrator and Master Servicer, Rialto Capital Advisors[ ], as Indenture Trustee, NYMT Servicing Corporation, as Servicer, [ ], as Subservicer, and New York Mortgage Funding, LLC, as Special ServicerSeller, Trimont Real Estate Advisorsrelating to the , Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have Series 2005-[ ] Mortgage-Backed Notes (the respective meanings set forth in the Pooling and Servicing Agreement”). 3. The Transferor hereby certifies, represents and warrants is the payee under the following described Mortgage Note (“Mortgage Note”) which evidences the obligation of the borrower(s) to you, as Depositor, thatrepay the Mortgage Loan: Loan Number: Mortgage Note Date: Borrower(s): Original Payee (if not the Company): Original Amount: Mortgage Rate: Address of Mortgaged Property: 14. The Transferor Company is the lawful owner of the right to receive Mortgage Note and has not cancelled, altered, assigned or hypothecated the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverNote. 25. Neither A thorough and diligent search for the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial executed original Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies Note was undertaken and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities lawswas unsuccessful. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (NYMT Securities CORP)

Other. (Describe) ____________________________________________ ______________________________________________________________ ______________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. WACHOVIA BANK, NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services Group-- LB-UBS Commercial Mortgage Trust 2006-C3 Re: LB-UBS Commercial Mortgage Trust 2006-C3, Commercial Mortgage Pass-Through Certificates, Series 2006-C3 In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee, under that certain Pooling and Servicing Agreement dated as of March 13, 2006 (the "Pooling and Servicing Agreement"), by and between Structured Asset Securities Corporation II, as depositor, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2paid in full. Other. (Describe) The undersigned acknowledges hereby certifies that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you all amounts received in connection with the transfer by _________________ (the “Transferor”) Mortgage Loan that are required to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect be credited to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right Custodial Accounts pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementbeen or will be so credited. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C3)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ -------------------------------------------- The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. as [__________________________], as General][Co-op] Special Servicer By: ----------------------------------------- Name: Title: Xxxxx Fargo Commercial EXHIBIT E-1 FORM OF TRUSTEE REPORT [See Attached Report] Credit Suisse First Boston Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Securities Corp. Commercial Mortgage Pass-Through CertificatesCertificates Series 2003-C3 [WELLS FARGO LOGO] For Additional Information pleaxx xxntact Wells Fargo Bank Minnesota, Series 2015N.A. CTSLink Customer Servixx Xxrporate Trust Services (301) 815-LC20 6600 9062 Old Annapolis Road Reports Availaxxx xx xxx Xxxlx Xxxx Xxx Xxxxxxxx, XX 21045-1951 @ wwww.ctslink.com/cmbs Xxxxxxx Xxxx: 00/17/2003 Record Date: 06/30/2003 DISTRIBUTION DATE STATEMENT Table of Contents STATEMENT SECTIONS PAGE(s) Certificate Distribution Detail 2 Certificate Factor Detail 3 Reconciliation Detail 4 Other Required Information 5 Cash Reconciliation 6 Ratings Detail 7 Current Mortgage Loan and Property Stratification Tables 8 - 10 Mortgage Loan Detail 11 Principal Prepayment Detail 12 Historical Detail 13 Delinquency Loan Detail 14 Specially Serviced Loan Detail 15 - 16 Modified Loan Detail 17 Liquidated Loan Detail 18 Depositor Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue New York, NY 10010 Xxxxxxx: Xxxxxxx Xxxxxxxxxxx Xxxxxx Phone Number: (the “Certificates”212) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as 325-2000 Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Servicer KeyCorp Real Estate AdvisorsCapital Markets, Inc.Inc. 911 Main Street, as Trust AdvisorStuie 1500 Kansas City, MO 60000 Xxxxxxx: Xxxxx X'Xxxxxx Phone Number: (816) 221-8800 Master & Special Servicer National Consumer Cooperative Bank 1725 Eye Street NW Washington, DC 20006 Xxxxxxx: Xxxxx Xxxxxxxx Phone Number: (212) 336-5479 Special Servicer ARCap Servicing, Inc. 5605 N. MacArthur Blvd. Irving, TX 75038 Xxxxxxx: Chris Crouch Phone Number: (972) 580-168 Thix xxxxxx xxx been compiled from information provided to Wells Fargo BankBank MN, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security N.A. by means of general advertising or in any other manner, or (e) taken any other actionvarious third parties, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933may include xxx Master Servicers, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities lawsSpecial Servicers and others. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo SecuritiesBank MN, LLC 375 Park AvenueN.A. has not independently confirmed the accuracx xx information received from these third parties and assumes no duty to do so. Wells Fargo Bank MN, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial N.A. expressly disclaims any responsibility for xxx xccuracy or completeness of information furnished by third parties. Credit Suisse First Boston Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Securities Corp. Commercial Mortgage Pass-Through CertificatesCertificates Series 2003-C3 [WELLS FARGO LOGO] For Additional Information pleaxx xxntact Wells Fargo Bank Minnesota, N.A. CTSLink Customer Servixx Xxrporate Trust Services (301) 815-6600 9062 Old Annapolis Road Reports Availaxxx xx xxx Xxxlx Xxxx Xxx Xxxxxxxx, XX 21045-1951 @ wwww.ctslink.com/cmbs Xxxxxxx Xxxx: 00/17/2003 Record Date: 06/30/2003 Certificate Distribution Detail ================================================================================== Class CUSIP Pass-Through Original Beginning Principal Interest Rate Balance Balance Distribution Distribution ================================================================================== A-1 0.000000% 0.00 0.00 0.00 0.00 A-2 0.000000% 0.00 0.00 0.00 0.00 A-3 0.000000% 0.00 0.00 0.00 0.00 A-4 0.000000% 0.00 0.00 0.00 0.00 A-5 0.000000% 0.00 0.00 0.00 0.00 B 0.000000% 0.00 0.00 0.00 0.00 C 0.000000% 0.00 0.00 0.00 0.00 D 0.000000% 0.00 0.00 0.00 0.00 E 0.000000% 0.00 0.00 0.00 0.00 F 0.000000% 0.00 0.00 0.00 0.00 G 0.000000% 0.00 0.00 0.00 0.00 H 0.000000% 0.00 0.00 0.00 0.00 J 0.000000% 0.00 0.00 0.00 0.00 K 0.000000% 0.00 0.00 0.00 0.00 L 0.000000% 0.00 0.00 0.00 0.00 M 0.000000% 0.00 0.00 0.00 0.00 N 0.000000% 0.00 0.00 0.00 0.00 O 0.000000% 0.00 0.00 0.00 0.00 P 0.000000% 0.00 0.00 0.00 0.00 622-A 0.000000% 0.00 0.00 0.00 0.00 622-B 0.000000% 0.00 0.00 0.00 0.00 622-C 0.000000% 0.00 0.00 0.00 0.00 622-D 0.000000% 0.00 0.00 0.00 0.00 622-E 0.000000% 0.00 0.00 0.00 0.00 622-F 0.000000% 0.00 0.00 0.00 0.00 R 0.000000% 0.00 0.00 0.00 0.00 LR 0.000000% 0.00 0.00 0.00 0.00 V 0.000000% 0.00 0.00 0.00 0.00 ================================================================================== Totals 0.00 0.00 0.00 0.00 ================================================================================== ================================================================================= Realized Loss/ Total Ending Current Class Prepayment Additional Trust Distribution Balance Subordination Premium Fund Expenses Level ================================================================================= A-1 0.00 0.00 0.00 0.00 0.00 A-2 0.00 0.00 0.00 0.00 0.00 A-3 0.00 0.00 0.00 0.00 0.00 A-4 0.00 0.00 0.00 0.00 0.00 A-5 0.00 0.00 0.00 0.00 0.00 B 0.00 0.00 0.00 0.00 0.00 C 0.00 0.00 0.00 0.00 0.00 D 0.00 0.00 0.00 0.00 0.00 E 0.00 0.00 0.00 0.00 0.00 F 0.00 0.00 0.00 0.00 0.00 G 0.00 0.00 0.00 0.00 0.00 H 0.00 0.00 0.00 0.00 0.00 J 0.00 0.00 0.00 0.00 0.00 K 0.00 0.00 0.00 0.00 0.00 L 0.00 0.00 0.00 0.00 0.00 M 0.00 0.00 0.00 0.00 0.00 N 0.00 0.00 0.00 0.00 0.00 O 0.00 0.00 0.00 0.00 0.00 P 0.00 0.00 0.00 0.00 0.00 622-A 0.00 0.00 0.00 0.00 0.00 622-B 0.00 0.00 0.00 0.00 0.00 622-C 0.00 0.00 0.00 0.00 0.00 622-D 0.00 0.00 0.00 0.00 0.00 622-E 0.00 0.00 0.00 0.00 0.00 622-F 0.00 0.00 0.00 0.00 0.00 R 0.00 0.00 0.00 0.00 0.00 LR 0.00 0.00 0.00 0.00 0.00 V 0.00 0.00 0.00 0.00 0.00 ================================================================================= Totals 0.00 0.00 0.00 0.00 0.00 ================================================================================= ======================================================================================================== Original Beginning Ending Class CUSIP Pass-Through Notional Notional Interest Prepayment Total Notional Rate Amount Amount Distribution Premium Distribution Amount ======================================================================================================== A-X 0.000000 0.00 0.00 0.00 0.00 0.00 0.00 A-SP 0.000000 0.00 0.00 0.00 0.00 0.00 0.00 A-Y 0.000000 0.00 0.00 0.00 0.00 0.00 0.00 ======================================================================================================== Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 20152003-LC20 C3 [WELLS FARGO LOGO] For Additional Information pleaxx xxntact Wells Fargo Bank Minnesota, N.A. CTSLink Customer Servixx Xxrporate Trust Services (the “Certificates”301) Ladies and Gentlemen815-6600 9062 Old Annapolis Road Reports Availaxxx xx xxx Xxxlx Xxxx Xxx Xxxxxxxx, XX 21045-1951 @ wwww.ctslink.com/cmbs Xxxxxxx Xxxx: This letter is delivered to you in connection with the transfer by _________________ 00/17/2003 Record Date: 06/30/2003 Certificate Factor Detail ======================================================================== Beginning Interest Prepayment Ending Class CUSIP Notional Distribution Premium Notional Amount Amount ======================================================================== A-X 0.00000000 0.00000000 0.00000000 0.00000000 A-SP 0.00000000 0.00000000 0.00000000 0.00000000 A-Y 0.00000000 0.00000000 0.00000000 0.00000000 ======================================================================== Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2003-C3 [WELLS FARGO LOGO] For Additional Information pleaxx xxntact Wells Fargo Bank Minnesota, N.A. CTSLink Customer Servixx Xxrporate Trust Services (the “Transferor”301) to _________________ (the “Transferee”) of the Excess 815-6600 9062 Old Annapolis Road Reports Availaxxx xx xxx Xxxlx Xxxx Xxx Xxxxxxxx, XX 21045-1951 @ wwww.ctslink.com/cmbs Xxxxxxx Xxxx: 00/17/2003 Record Date: 06/30/2003 Reconciliation Detail Advance Summary Master Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Summary P&I Advances Outstanding 0.00 Current Period Accrued Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess 0.00 Servicing Fee Right”) Advances Outstanding 0.00 Less Master Servicing Fees on Delinquent Payments 0.00 Reimbursements for its own account Interest on P&I 0.00 Less Reductions to Master Servicing Fees 0.00 Advances paid from general collections Plus Master Servicing Fees on Delinquent Payments Received 0.00 Reimbursements for investment and not with a view to or Interest on Servicing 0.00 Plus Adjustments for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Prior Master Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Calculation 0.00 Advances paid from general collections Total Master Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.Fees Collected 0.00

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mor Sec Corp Com Cer Ser 2003-C3)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Name of [Master Servicer] [Servicer]] By: Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank Minnesota, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank Minnesota, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received: (i) The original Mortgage Note, endorsed either on its face or by allonge attached thereto in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of Xxxxxx 0, 0000, Xxxxxxxxx Mortgage Securities Trust 2002-3, Mortgage Loan Pass-Through Certificates, Series 2002-3, without recourse”, or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; (ii) except as provided below, the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned to “Deutsche Bank National Trust Company, as Trustee”; (iv) an original copy of any intervening Assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender’s title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Xxxxxxxxx Mortgage Securities Trust 2002-3, Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of August 1, 2002, among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Dated: Personally appeared before me the undersigned authority to administer oaths, who first being duly sworn deposes and says: Deponent is of Xxxxxxxxx Mortgage Home Loans, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On , did execute and deliver a promissory note in the principal amount of $ . That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Xxxxxxxxx Mortgage Securities Trust 2002-3, Mortgage Loan Pass-Through Certificates, Series 2002-3, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: STATE OF ) ) ss: COUNTY OF ) On this day of 20 , before me, a Notary Public, in and for said County and State, appeared _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that , who acknowledged the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions extension of the Pooling foregoing and Servicing Agreement who, having been duly sworn, states that any representations therein contained are true. Witness my hand and will be returned to you or your designee within ten days Notarial Seal this day of our receipt thereof20 . My commission expires . Greenwich Capital Acceptance, unless the Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Deutsche Bank National Trust Company 0000 X. Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Re: Xxxxxxxxx Mortgage Securities Trust 2002-3, Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s), a [corporation duly organized] established and existing under the Pooling and Servicing Agreementlaws of , dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold is not an employee benefit plan subject to Section 406 or otherwise disposed Section 407 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest as amended (“ERISA”), or a plan defined in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode”), the Trustee of any such plan or would render a person acting on behalf of any such plan or using the disposition assets of any such plan; (y) is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Trustee and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee and the Depositor, and upon which the Trustee and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been Code and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, subject the Trustee, Certificate Administrator the Servicer or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee or the Depositor. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of August 1, 2002 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer and Securities Administrator, Deutsche Bank Trust Company Delaware, as Delaware Trustee and Deutsche Bank National Trust Company, as Trustee, no transfer of the ERISA-Restricted Certificates shall be permitted to be made to any person unless the Depositor and Trustee have received a certificate from such transferee in the form hereof.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-7 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of September 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ______________________ Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of September 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-7 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ________________________________ Name: ______________________________ Title: _______________________________ Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of September 1, 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2007-7 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: ____________________________________ Name: __________________________________ Title: ___________________________________ Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of HarborView Mortgage Loan Trust 2007-7, Mortgage Loan Pass-Through Certificates, Series 2007-7, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association N.A. 0000 00xx Xxxxxx Xxx Xxxxxxxxx Xx. Xxxxxxxx, XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 2015-LC20, Commercial Mortgage Loan Pass-Through Certificates, Series 20152007-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 7, Class [R][LT-R] Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established , on behalf of which she makes this affidavit. 2. The Transferee either (x) is not an employee benefit plan subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or firm commitment underwriting or private placement that meets the requirements of Prohibited Transaction Exemption 2007-5, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the Certificate Registrar, the Servicer or the Depositor to any obligation in addition to those undertaken by such entities in the Pooling and Servicing Agreement, which opinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March September 1, 2015 2007 (the “Pooling and Servicing Agreement”), ) among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Greenwich Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsFinancial Products, Inc., as Trust AdvisorSeller, Xxxxx Fargo Bank, National AssociationN.A., as Certificate Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services Inc., as Tax Administrator Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and Wilmington Trust, National Association, as Trusteethe Certificate Registrar have received a certificate from such transferee in the form hereof. All capitalized terms Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings set forth assigned to them in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2007-7)

Other. (Describe) ______________________________________________________---- The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned, except if the Mortgage Loan has been paid in full or repurchased (in which case the Mortgage File will be retained by us permanently) when no longer required by us for such purpose. Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [SERVICER] By:___________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Name: Title: EXHIBIT H FORM OF INVESTOR REPRESENTATION LETTER [date] Credit Suisse First Boston Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling Securities Corp. 00 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx Xx. Xxxx, MN 55101 Re: Chevy Chase Bank, F.S.B. Mortgage-Backed Pass-Through Certificates, Series 1997-CCB1 Ladies and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Gentlemen: [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 ] (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect "Purchaser") intends to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. purchase from [__________________________]] (the "Seller") the Chevy Chase Bank, as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage F.S.B. Mortgage- Backed Pass-Through Certificates, Series 20151997-LC20 CCB1 [Class S] [Class R-I] [Class R-II] (together, the "Certificates”) Ladies and Gentlemen: This letter is delivered "), issued pursuant to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March September 1, 2015 1997 among Credit Suisse First Boston Mortgage Securities Corp., as Depositor (the “Pooling and Servicing Agreement”"Company"), among Xxxxx Fargo Commercial Mortgage SecuritiesChevy Chase Bank, Inc.F.S.B., as Depositorseller and servicer, Xxxxx Fargo Bank, and U.S. Bank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as trustee (the "Trustee"). All capitalized terms used but herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor Purchaser hereby certifies, represents and warrants to youto, as Depositorand covenants with, the Company and the Trustee that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

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

Other. (Describe) ________________________________________________________The undersigned acknowledges that the above Custodial File will be held by the undersigned in accordance with the provisions of the Pooling Agreement and will be returned to you within ten days of our receipt of the Custodial File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Custodial File will be retained by us permanently). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Custodial Agreement. Name of Master Servicer (or Servicer) By: _________________________________ Name: Title: Servicing Officer EXHIBIT B-5 FORM OF LOST NOTE AFFIDAVIT AND AGREEMENT I __________________________________________________________________________________________, being duly sworn, do hereby state under oath that: 1. I am a duly elected ______________________ The undersigned acknowledges that of Maia Mortgage Finance Statutory Trust, Inc. (the above Mortgage File (or requested portion thereof"Company") will be held by the undersigned and am duly authorized to make this affidavit. 2. This affidavit is being delivered in accordance connection with the provisions transfer of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid described in full, in which case Paragraph 3 hereof by the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed Company pursuant to them in the Pooling and Servicing Agreement. [__________________________]Agreement dated as of April 1, 2007, among the Company as seller, HSBC Bank USA, National Association as trustee, Xxxxx Asset Securitization, Inc., as the Master Servicer By: Name: Title: depositor, and Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A., Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial as master servicer and securities administrator, relating to the Luminent Mortgage Trust 20152007-LC20, Commercial 2 Mortgage Pass-Through Certificates, Series 20152007-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 2 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer [ ] is the Excess Servicing Fee Right or any interest therein except in compliance with payee under the provisions of Section 3.11 following described Mortgage Note ("Mortgage Note") which evidences the obligation of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.borrower(s) to repay the Mortgage Loan:

Appears in 1 contract

Samples: Custodial Agreement (Lares Asset Securitization, Inc.)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Time shall be of the above Mortgage File (or requested portion thereof) will be held by essence for all purposes of this Agreement. As used herein, "business day" shall mean any day when the undersigned Commission's office in Washington D.C. is open for business. If the foregoing is in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days understanding of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requestedagreement, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that sign and return to us the above Mortgage File (or requested portion thereof) will be held by enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the undersigned in accordance with Company and the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities lawsseveral Underwriters. Very truly yours, ByNORTHERN STATES POWER COMPANY By -------------------------- Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [Name of Representative(s)] By ---------------------------------------------- For itself or themselves and as Representatives of the several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated ------------ Registration Statement No. 333- ------ Representatives and Addresses: NameBonds: TitleDesignation: Xxxxx Fargo Commercial % First Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through CertificatesBonds, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemendue ---- ------ Principal Amount: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, $ ---------- Supplemental Indenture dated as of March 1-------- Date of Maturity: ----------- Interest Rate: % per annum, 2015 (payable and of each year, ----- ------ ----- commencing -------------- Purchase Price: % of the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution principal amount thereof, in whole or in part, in any manner which would violate plus accrued ----- interest from to the Securities Act date of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2payment and delivery. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none --------- Public Offering Price: % of the Depositorprincipal amount thereof, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant plus accrued ----- interest from to the Securities Act date of payment and registered or qualified pursuant ------------ delivery. Payment to any applicable state securities laws or be made in federal (iisame day) sold or transferred in transactions which are exempt from such registration funds. Yes No --------- --------- Closing Date and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each Location: Office for Delivery of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions Bonds: Office for Payment of Section 3.11 Bonds: Office for Checking of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.Bonds: SCHEDULE II Name Amount ---- ------------

Appears in 1 contract

Samples: Underwriting Agreement (Northern States Power Co /Mn/)

Other. (Describe) )___________________________________________ ____________________________________________________________ ____________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. MIDLAND LOAN SERVICES, INC. By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities and Trust Services - Citigroup Commercial Mortgage Trust 2006-C4 Re: Citigroup Commercial Mortgage Trust 2006-C4 Commercial Mortgage Pass-Through Certificates, Series 2006-C4 In connection with the administration of the Mortgage Files held by you as Trustee (or by a Custodian on your behalf), under that certain Pooling and Servicing Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement"), by and between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, Inc., as master servicer (the "Master Servicer"), X.X. Xxxxxx Company, Inc., as special servicer (the "Special Servicer"), and LaSalle Bank National Association, as trustee (the "Trustee), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Trustee or by a Custodian on your behalf, with respect to the following described Mortgage Loan for the reason indicated below. Property Name: _______________________________________________________ Address: _____________________________________________________________ Control No.: _________________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C4)

Other. (DescribeA) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ No Lender shall be responsible for the failure of any other Lender to perform any obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to perform any obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make or to perform any obligation to be made or performed by such other Lender. The undersigned acknowledges liability of each Lender hereunder shall be several and not joint. (B) Following the Put Acquisition, if the holder of the Tranche B Promissory Note shall receive payment of any principal of any Note or of interest thereon at any time that the above Mortgage File other Obligations of the Borrower are not then fully satisfied, the holder of the Tranche B Promissory Note shall promptly pay such payments over to the holder of the Tranche A Promissory Note. (or requested portion thereofC) will From and after the Put Acquisition, the holder of the Tranche B Promissory Note shall be held bound by the terms and provisions of this Agreement as if it were a party hereto. Witness the due execution hereof by the undersigned as of the date first written above. BORROWER: TRT NOIP FIXED MEZZ HOLDCO LLC, a Delaware limited liability company By: /s/ GXXX XXXXX Name: Gxxx Xxxxx Its: Authorized Signer LENDER: iSTAR FINANCIAL INC., a Maryland corporation By: /s/ SXXXXXXX XXXXXX Name: Sxxxxxxx Xxxxxx Its: Senior VP 2000 & 2000 Xxxxxxxxx Xxxxxx Xx., Xxxxxxx Xxxx, XX TRT NOIP Corporate Center Drive – Newbury Park LP 3000 Xxxxxxxxx Xxxxx, Redondo Beach, CA TRT NOIP Dxxxxxxxx – Redondo Beach LP 5000 Xxxxxx Xxxxxx, Commerce, CA TRT NOIP Sxxxxx – Commerce LP 1000 X. Xxxxx Xxxxx, Xx Xxxxxxx, XX TRT NOIP Maple – El Segundo LP 6000 Xxxxxxxxxx Xxxxx, Xxxxxx, XX TRT NOIP Connection – Ixxxxx XX 1000 X. Xxxxxxxxx Xx., Xxxxxxxxxx, XX TRT NOIP Glenville – Rxxxxxxxxx XX 6 Xxxxxx Xxx, Xxxxxxxxxx, XX TRT NOIP Sylvan Way – Parsippany LLC 1600–1000 XX 00xx Xxxxxx, Xxxxxxxxxx, XX TRT NOIP SW 80 – Plantation LLC 200 Xxxxxxxxx Xxxxx, Xxxxx, XX TRT NOIP Corporate Drive – Dxxxx LLC 10000 Xxxxxx Xxxxx Xxxx, Xxxxxx, XX iStar CTL Sunset Hills – Reston LLC 3000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX TRT NOIP Columbia – Richfield LLC 1000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxxxx, XX TRT NOIP Columbia – Campbellsville LLC 15350–10000 Xxxxxxx Xxxxx, Houston, TX TRT NOIP Eagle LP 10000 Xxxx 00xx Xxxxxx, Xxxxxx, XX TRT NOIP East 28 – Aurora LLC All that certain lot, parcel, tract of land situate, lying and being in accordance the Township of Parsippany-Txxx Hills, County of Mxxxxx, and the State of New Jersey and is more particularly described as follows: BEGINNING at a point in the Northeasterly line of Sylvan Way, said point being distant 668.37 feet Southeasterly along various courses and distances from the corner formed by the intersection of the Northeasterly line of Sylvan Way and the Southeasterly line of Century Drive running thence (1) North 28 degrees 44 minutes 05 seconds East, 1235.73 feet to a point; thence (2) South 80 degrees 57 minutes 24 seconds East, 78.00 feet to a point; thence (3) North 88 degrees 31 minutes 45 seconds East, 166.60 feet to a point; thence (4) North 11 degrees 08 minutes 00 seconds East, 43.72 feet to a point; thence (5) South 67 degrees 38 minutes 15 seconds East, 630.45 feet to a point; thence (6) South 28 degrees 37 minutes 00 seconds West, 380.08 feet to a point; thence (7) North 61 degrees 15 minutes 55 seconds West, 226.37 feet to a point; thence (8) North 81 degrees 41 minutes 11 seconds West, 40.50 feet to a point; thence (9) South 28 degrees 44 minutes 05 seconds West, 869.81 feet to a point in the Northeasterly line of Sylvan Way; thence (10) Along the Northeasterly line of Sylvan Way North 68 degrees 01 minutes 43 seconds West, 35.01 feet to a point; thence (11) Still along the Northeasterly line of Sylvan Way North 80 degrees 46 minutes 52 seconds West, 488.47 feet to a point; thence (12) Continuing along the Northeasterly line of Sylvan Way North 81 degrees 13 minutes 00 seconds West, 76.60 feet to the point or place of BEGINNING. Being also known as Lot 1.09 in Block 202 on map entitled “Final Plat Section 2, Bellemead Development Corporation Lot 1.09 Block 202 sheets 71 and 72 Parsippany-Txxx Hills, Mxxxxx County, New Jersey” said map being filed in the Mxxxxx County Clerk’s Office on November 7, 1977 as Map # 3640. Together with the provisions rights of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid a 15 foot wide storm sewer easement recorded in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933Deed Book 2540 at Page 906, as amended in Deed Book 2738 at Page 722. Together with the rights to storm drainage easement recorded in Deed Book 2034 at Page 1152. Lot Three (the “Securities Act”)3) of Lxx County Business Park—Phase 2, or would render the disposition located in part of Section 16, Township 21 North, Range 9 East of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities lawsFourth Principal Meridian, or would require registration or qualification of the Excess Servicing Fee Right pursuant Lxx County, Illinois, according to the Securities Act or any state securities lawsPlat thereof recorded March 19, 2002 in Book 0203 at Page 2755 as Document No. Very truly yours2002002280 and filed in Plat Book L at page 31. BEING all of LXX 0, By: Name: Title: Xxxxx Fargo Commercial Mortgage SecuritiesXXXXX X, Inc. c/o Wells Fargo SecuritiesXXXXXX ADDITION, LLC 375 Park Avenueas recorded in Volume 97099, 2nd FloorPage 2000, X0000-000 Xxx XxxxXxxx Xxxxxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor CharlotteXxxxx, situated in the JXXXX X. XXXXX SURVEY, ABSTRACT NO. 908 and the D.X. XXXXXXX XXXXXX, XXXXXXXX XX. 000, Xxxxxx Xxxxxx, Xxxxx and being more particularly described as follows: BEGINNING at 1/2” iron rod found for corner at the most southerly corner of said LOT 1, being in the northerly right-of-way of SH 114; THENCE North Carolina 28202 Attention: WFCM 201557 degrees 14 minutes 19 seconds West a distance of 58.30 feet a 1/2-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015inch iron rod found corner at the beginning of a non-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect tangent curve to the _________________ Mortgage Loan[s] established under right having a central angle of 02 degrees 05 minutes 06 seconds, a radius of 520.00 feet, a chord distance of 18.92 feet and bearing North 48 degrees 21 minutes 44 seconds West; THENCE along said curve to the Pooling right an arc length of 18.92 feet to a 1/2-inch iron rod found at the point of beginning of a curve to the left having a central angle of 09 degrees 44 minutes 51 seconds, a radius of 275.00 feet, a chord distance of 46.73 feet and Servicing Agreementbearing North 52 degrees 11 minutes 36 seconds west; THENCE along said curve to the left an arc length of 46.79 feet to a 1/2-inch iron rod found for corner; THENCE North 57 degrees 15 minutes 45 seconds West a distance of 99.43 feet to a 1/2-inch iron rod found for corner at the beginning of a curve to the right having a central angle of 85 degrees 45 minutes 04 seconds a radius of 40.00 feet, dated as a chord distance of March 154.43 feet and bearing North 14 degrees 23 minutes 13 seconds West; THENCE along said curve to the right an arc length of 59.87 feet to a Y” cut found for corner; THENCE North 28 degrees 29 minutes 19 seconds East a distance of 128.17 feet to a 1/2-inch iron rod found for corner at the beginning of a curve to the left having a central angle of 13 degrees 11 minutes 49 seconds, 2015 (a radius of 605.46 feet, a chord distance of 139.15 feet and bearing of North 19 degrees 18 minutes 05 seconds East; THENCE along said curve to the left an arc length of 139.46 feet to a Pooling X” cut found for corner; THENCE North 12 degrees 42 minutes 10 seconds East a distance of 333.73 feet to a 1/2-inch iron rod found for corner; THENCE North 62 degrees 53 minutes 50 seconds East a distance of 15.62 feet to a 1/2-inch iron rod found for corner; THENCE North 12 degrees 42 minutes 10 seconds East a distance of 126.79 feet to a 1/2-inch iron rod found for corner; THENCE North 41 degrees 59 minutes 45 Seconds East a distance of 32.75 feet to a 1/2-inch iron rod found for corner in the south right of way line of Old Royal Lane, said iron rod also being South 05 degrees 51 minutes 23 seconds East a distance of 3.34 feet from the new right of way alignment of Royal Lane; THENCE South 5 degrees 51 minutes 23 seconds East a distance of 30.81 feet to a 1/2-inch iron rod found for corner; THENCE South 12 degrees 26 minutes 23 seconds East a distance of 95.00 feet to a 1/2-inch iron rod found for corner; THENCE South 31 degrees 46 minutes 23 seconds East a distance of 76.00 feet to a 1/2-inch iron rod found for corner; THENCE South 63 degrees 01 minutes 23 seconds East a distance of 93.00 feet to a 1/2-inch iron rod found for corner; THENCE South 80 degrees 31 minutes 23 seconds East a distance of 188.88 feet to a 1/2-inch iron rod found for corner; THENCE South 18 degrees 21 minutes 23 seconds East a distance of 35.39 feet to a 1/2-inch iron rod found for corner; THENCE South 58 degrees 11 minutes 22 seconds East a distance of 182.22 feet to a 1/2-inch iron rod found for corner; THENCE South 71 degrees 12 minutes 56 seconds East a distance of 260.67 feet to a 1/2-inch iron rod found for corner; THENCE South 66 degrees 12 minutes 52 seconds East a distance of 253.32 feet to a 1/2-inch iron rod found for corner; THENCE South 56 degrees 26 minutes 02 seconds West a distance of 35.70 feet to a 1/2-inch iron rod found for corner; THENCE South 72 degrees 50 minutes 18 seconds West a distance of 1040.96 feet to a 1/2-inch iron rod found for corner in the northeast right of way line of Sxxxx Xxxxxxx Xx. 000 and Servicing Agreement”)the POINT OF BEGINNING, among Xxxxx Fargo Commercial Mortgage Securities, Inc., as DepositorCONTAINING 10.978 acres or 478,186 square feet of land. Lxx 0, Xxxxx Fargo Bank0, National AssociationXxxxxx Xxxx II Subdivision Filing Nx. 0, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust AdvisorXxxxxx xx Xxxxx, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trusteeof Colorado. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.Tract I

Appears in 1 contract

Samples: Loan Agreement (Dividend Capital Total Realty Trust Inc.)

Other. (Describe) ____________________________________________________The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ ______________________________________________________________________________[Name of [Master Servicer] [Servicer]] By:__________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxN.A. P.X. Xxx 00 Xxxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described RBSGC Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000Trust 2007-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) B Ladies and Gentlemen: This letter is delivered Pursuant to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) Section 2.01 of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 2007, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, and Deutsche Bank National Trust Company, as Trustee and as a Custodian, we hereby acknowledge receipt of an original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and as a Custodian By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Standard & Poor’s Ratings Services, a division of The MxXxxx-Xxxx Companies, Inc. 50 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Mxxxx’x Investors Service, Inc. 90 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fitch, Inc. Oxx Xxxxx Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Wxxxx Fargo Bank, N.A. P.X. Xxx 00 Xxxxxxxx, Xxxxxxxx 00000 Re: RBSGC Mortgage Loan Trust 2007-B Ladies and Gentlemen: In accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of March 1, 2007 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage SecuritiesGreenwich Capital Acceptance, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Greenwich Capital Advisors, LLC, as Special Servicer, Trimont Real Estate AdvisorsFinancial Products, Inc., as Trust AdvisorSeller, Xxxxx Wxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National AssociationN.A., as Master ServicerServicer and Securities Administrator, Rialto Capital Advisors, LLCand Deutsche Bank National Trust Company, as Special ServicerTrustee and a Custodian, Trimont Real Estate Advisors, Inc.the undersigned, as Trust AdvisorTrustee (or as a Custodian on behalf of the Trustee), Xxxxx Fargo Bank, National Associationhereby certifies that, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth to each Mortgage Loan listed in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the Depositor and the applicable Master Servicer, that:attached schedule): 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered all documents required to be delivered to the Trustee (or to the undersigned Custodian, on behalf of the Trustee) pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 2.01 of the Pooling and Servicing AgreementAgreement are in its possession; (ii) such documents have been reviewed by the Trustee (or the undersigned Custodian on behalf of the Trustee) and have not been mutilated, which provisions it has carefully reviewed.damaged or torn and relate to such Mortgage Loan; and

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RBSGC Mortgage Loan Trust 2007-B)

Other. SURMODICS represents that it currently owns no other or further patents or patent applications not included in Patent Rights that would be infringed by the manufacture, use, offer for sale or sale of the Licensed Products of this Attachment B1. The Licensed Product Effective Date of this Attachment shall be the date last written below or the date on which SURMODICS receives all payments due upon execution of this Attachment, whichever is later. SurModics, Inc. Innercool Therapies, Inc. /s/ Xxxxxx X. Xxxxx Xx /s/ Xxxx Xxxxx Signature Signature Xxxxxx X. Xxxxx Xx Xxxx Xxxxx Printed Name Printed Name Vice President CEO Title Title 1 December 1999 11/29/99 Date Date (Describe“Manufacturer”) which is located at _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges states, that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling it has read and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as understands the Master Servicer By: Name: Title: Xxxxx Fargo BankLicense Agreement between SurModics, National Association 0000 00xx Xxxxxx XX XxxxxxxxxxxInc. (“SURMODICS”) and Innercool Therapies, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 Inc. (the Pooling and Servicing AgreementINNERCOOL”), among Xxxxx Fargo Commercial Mortgage Securitiesand that it desires to manufacture Licensed Product as permitted in that Master License Agreement. In return for SURMODICS’ consent to manufacture Licensed Product solely for sale by INNERCOOL, Inc.and for other valuable consideration of which receipt and sufficiency are acknowledged, as depositorManufacturer agrees with SURMODICS that Manufacturer shall faithfully carry out and be bound by the obligations imposed on INNERCOOL, Xxxxx Fargo Bankincluding, National Associationwithout limitation, as master servicerParagraphs 8, Xxxxx Fargo Bank10, National Association11, as certificate administrator13, as tax administrator 14, 16 and as custodian (in such capacity24 of the Master License Agreement, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect extent applicable to such Mortgage Loan for the reason indicated belowManufacturer’s activities. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, thatManufacturer further agrees: 1. The Transferor is the lawful owner of the right SURMODICS confidential information and SURMODICS Know-how will be provided only to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], employees with the full right above identified facility who have a need to transfer know such information for the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverspecific purpose of manufacturing Licensed Products. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or Photo-reactive chemical compounds manufactured by SURMODICS shall not be transferred by Manufacturer to any other similar security facility of Manufacturer without the express written permission of SURMODICS. 3. Employees of Manufacturer will make no attempt to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereofreverse engineer, in whole or in part, in any manner which would violate the Securities Act confidential information (including photo-reactive compounds) of 1933, as amended (the “Securities Act”), or any applicable state securities lawsSURMODICS. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Master License Agreement (Cardium Therapeutics, Inc.)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: DSLA Mortgage Loan Trust 2006-AR1, Mortgage Loan Pass-Through Certificates, Series 2006-AR1 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of March 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of March 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of March 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of DSLA Mortgage Loan Trust 2006-AR1, Mortgage Loan Pass-Through Certificates, Series 2006-AR1, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Bank, National Association N.A. 0000 00xx Xxxxxx Xxx Xxxxxxxxx Xx. Xxxxxxxx, XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial DSLA Mortgage Loan Trust 20152006-LC20, Commercial AR1 Mortgage Loan Pass-Through Certificates, Series 20152006-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling Class R Ladies and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold or otherwise disposed is not an employee benefit plan subject to Section 406 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest in the Excess Servicing Fee Right as amended (“ERISA”), or any other similar security a plan or arrangement subject to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode)) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or would render firm commitment underwriting or private placement that meets the disposition requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been Code and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, subject the Trustee, the Certificate Administrator Registrar, the Servicer or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Xxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and Securities Administrator have received a certificate from such transferee in the form hereof. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Dsla Mortgage Loan Trust 2006-Ar1)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that Except as expressly amended as set forth herein, the above Mortgage File (or requested portion thereof) will be held by the undersigned Agreement shall remain in full force and effect in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanentlyits terms. Capitalized terms used but not otherwise defined herein in this Amendment shall have the meanings ascribed to them same meaning as in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifiessection headings appearing in this Amendment are inserted only as a matter of convenience and in no way define, represents and warrants to youlimit, as Depositor, that: 1. The Transferor is construe or describe the lawful owner scope or extent of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising such section or in any other manner, or (e) taken any other action, which (in way affect such section. This Amendment has been executed by the case of any duly authorized representatives of the acts described in clauses (a) through (e) hereof) would constitute a distribution parties, effective as of the Excess Servicing Fee Right under the Securities Act of Amendment Date. YAHOO! INC. WEBHIRE, INC. By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx ----------------------------- ---------------------------- Name: Xxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx ----------------------------- ---------------------------- Title: V.P. - Business Development Title: President ----------------------------- ---------------------------- EXHIBIT A FORM OF WARRANT NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended (the “Securities Act”)AS AMENDED. NO SALE, or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) sold or transferred in transactions which are exempt from such registration and qualification and AN OPINION OF COUNSEL FOR THE HOLDER IN FORM REASONABLY ACCEPTABLE TO THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR (Aiii) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing AgreementRECEIPT OF A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. Number of Shares Issuable Upon Exercise: 84,559 Shares of Common Stock WARRANT TO PURCHASE SHARES OF COMMON STOCK Expires: June 3, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.2004

Appears in 1 contract

Samples: Services Agreement (Webhire Inc)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Name of [Servicer]] By: Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-11 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of October 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Wxxxx Fargo Bank, N.A., as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. The Bank of New York, as Custodian By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of October 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Wxxxx Fargo Bank, N.A., as Trustee, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-11 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. WXXXX FARGO BANK, N.A., as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of October 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Wxxxx Fargo Bank, N.A., as Trustee, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-11 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. WXXXX FARGO BANK, N.A., as Trustee By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Wxxxx Fargo Bank, N.A., as trustee on behalf of HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-11, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Wxxxx Fargo Bank, N.A. and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20____. _______________________________ _______________________________ My commission expires ____________________________________________________________. Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: GC0611 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-11, Class R Certificate Ladies and Gentlemen: 1. The undersigned is the ______________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold or otherwise disposed is not an employee benefit plan subject to Section 406 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest in the Excess Servicing Fee Right as amended (“ERISA”), or any other similar security a plan or arrangement subject to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode)) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or would render firm commitment underwriting or private placement that meets the disposition requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been Code and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, subject the Trustee, the Certificate Administrator Registrar, the Servicer or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of October 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller and Wxxxx Fargo Bank, N.A., as Trustee, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and the Certificate Registrar have received a certificate from such transferee in the form hereof. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-11)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of December 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of December 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-14 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: Name: Title: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of December 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan TrustMortgage Loan Pass-Through Certificates, Series 2006-14 Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and Custodian By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of HarborView Mortgage Loan Trust 2006-14, Mortgage Loan Pass-Through Certificates, Series 2006-14, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__. _______________________________ _______________________________ My commission expires __________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof. Greenwich Capital Acceptance, unless the Mortgage Loan has been paid in fullInc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, National Association 0000 00xx Xxxxxx N.A. 9000 Xxx Xxxxxxxxx Xx. Xxxxxxxx, XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 2015-LC20, Commercial Mortgage Loan Pass-Through Certificates, Series 20152006-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement14, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Class R Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-14)

Other. (Describe) __________________________________________ ___________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]WACHOVIA BANK, as the Master Servicer NATIONAL ASSOCIATION By: ------------------------------------ Name: Title: Xxxxx Fargo Bank, XXXXXXX X-0 FORM OF SPECIAL SERVICER REQUEST FOR RELEASE ---------- LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxx, Xxxxxxxxx Xxxxxxxx 00000 Attention: WFCM 2015Asset-LC20 Re: Xxxxx Fargo Backed Securities Trust Services Group-- LB-UBS Commercial Mortgage Trust 20152003-LC20C8 Re: LB-UBS Commercial Mortgage Trust 2003-C8, Commercial Mortgage Pass-Through Certificates, Series 20152003-LC20 C8 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian Trustee under a that certain Pooling and Servicing Agreement, Agreement dated as of March 1November 11, 2015 2003 (the "Pooling and Servicing Agreement"), among Xxxxx Fargo Commercial Mortgage Securities, Inc.by and between Structured Asset Securities Corporation II, as depositor, Xxxxx Fargo Wachovia Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian servicer (in such capacitythe "Master Servicer"), the “Custodian”), Rialto Capital Advisors, LLCundersigned, as special servicer (in such capacity, the "Special Servicer"), Trimont Real Estate Advisors, Inc.you, as trust advisor trustee (the "Trustee") and Wilmington Trust, National AssociationABN AMRO Bank N.V., as trusteefiscal agent (the "Fiscal Agent"), the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian Trustee with respect to such the following described Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)

Other. (Describe) _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereofof the Mortgage File, unless except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File (or such portion thereof) will be retained by us permanentlywithout obligation to return to you). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________Name of [Master Servicer] [Servicer], as the Master Servicer By: ] Name: Title: Xxxxx Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Luminent Mortgage Trust 2006-2, Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of February 1, 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Luminent Mortgage Capital, Inc., as Sponsor, Maia Mortgage Finance Statutory Trust, as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and HSBC Bank USA, National Association Association, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee Dated: By: /s/ Name: Title: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Luminent Mortgage Capital, Inc. One Commerce Square 2000 Xxxxxx Xxxxxx, Xxxxx 0000 00xx Xxxxxx XX XxxxxxxxxxxXxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, Agreement dated as of March February 1, 2015 2006 among Greenwich Capital Acceptance, Inc., as Depositor, Luminent Mortgage Capital, Inc., as Sponsor, Maia Mortgage Finance Statutory Trust, as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc.the undersigned, as depositorTrustee, Xxxxx Fargo Bank, National Associationhereby certifies that, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described each Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents listed in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File Loan Schedule (or portion thereof): ______ 1. The other than any Mortgage Loan is being foreclosed.paid in full or listed on the attached schedule) it has received: ______ 2. Other. (Describei) The undersigned acknowledges that all documents required to be delivered to the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, are in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:its possession; 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold such documents have been reviewed by the Trustee and have not been mutilated, damaged or transferred in transactions which are exempt from torn and relate to such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.Mortgage Loan; and

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Luminent Mortgage Trust 2006-2)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. _____________________________________ [Name of [Master Servicer] [Servicer]] By:__________________________________ Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: HarborView Mortgage Loan Trust Mortgage Loan Pass-Through Certificates, Series 2006-8 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement dated as of August 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ____________________________ Name: Title: Dated: Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of August 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx), (xxi) and (xxiv) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: _____________________________ Name: ___________________________ Title: ____________________________ Greenwich Capital Acceptance, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Greenwich Capital Financial Products, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, N.A. 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement dated as of August 1, 2006, among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, HarborView Mortgage Loan Trust Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (xx), (xxi) and (xxiv) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: __________________________________ Name: ________________________________ Title: _________________________________ Personally appeared before me the undersigned authority to administer oaths, ______________________ who first being duly sworn deposes and says: Deponent is ______________________ of Greenwich Capital Financial Products, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On ___________________, _________________________ did execute and deliver a promissory note in the principal amount of $__________. That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of HarborView Mortgage Loan Trust 2006-8, Mortgage Loan Pass-Through Certificates, Series 2006-8, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify Deutsche Bank National Trust Company and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: __________________________________ __________________________________ STATE OF ) ) ss: COUNTY OF ) On this ____ day of ___________ 20__, before me, a Notary Public, in and for said County and State, appeared ________________________, who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this ____ day of _______ 20__________________. _______________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________]_____ My commission expires _______________. Greenwich Capital Acceptance, as the Master Servicer By: Name: Title: Xxxxx Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Wxxxx Fargo Bank, National Association 0000 00xx Xxxxxx N.A. 9000 Xxx Xxxxxxxxx Xx. Xxxxxxxx, XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial HarborView Mortgage Loan Trust 20152006-LC20, Commercial 8 Mortgage Loan Pass-Through Certificates, Series 20152006-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling 8, Class R Certificate Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to of _________________ (the “Transferee”) ), a [corporation duly organized] and existing under the laws of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold or otherwise disposed is not an employee benefit plan subject to Section 406 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest in the Excess Servicing Fee Right as amended (“ERISA”), or any other similar security a plan or arrangement subject to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode)) (collectively, a “Plan”) nor a person acting on behalf of any such Plan nor using the assets of any such Plan to effect the transfer; (y) if the Certificate has been the subject of a best efforts or would render firm commitment underwriting or private placement that meets the disposition requirements of Prohibited Transaction Exemption 2002-41, and is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Certificate Registrar an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar, and upon which the Certificate Registrar shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been Code and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, subject the Trustee, the Certificate Administrator Registrar, the Servicer or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee, the Certificate Registrar the Depositor or the Trust Fund. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of August 1, 2006 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Greenwich Capital Financial Products, Inc., as Seller, Wxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Cxxxxxx Fixed Income Services, Inc., as Credit Risk Manager and Deutsche Bank National Trust Company, as Trustee and Custodian, no transfer of any ERISA-Restricted Certificate in the form of a Definitive Certificate shall be permitted to be made to any person unless the Depositor and the Certificate Registrar have received a certificate from such transferee in the form hereof. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Harborview 2006-8)

Other. Such other events, if any, as may be specified in the Aircraft Lease Agreement. SCHEDULE 10 [NOT APPLICABLE] 10-1 SCHEDULE 11 FORM OF LEASE TERMINATION CERTIFICATE The undersigned hereby certify that the Aircraft Lease Agreement dated as of__________, ______ between the undersigned Lessor and undersigned Lessee, and as further described in the Appendix attached hereto, has terminated (Describeexcept as described in Section 15.1 of the Common Terms Agreement incorporated therein) and the aircraft and aircraft engines covered thereby are no longer subject to the terms thereof. This certificate may be executed in one or more counterparts each of which when taken together shall constitute one and the same instrument. DATED this___________ day of___________________, ________ LESSOR LESSEE [INSERT LESSOR'S NAME] [INSERT LESSEE'S NAME] -------------------- -------------------- By:_______________________ By:_______________________ Title:____________________ Title:____________________ 11-1 SCHEDULE 12 FORM OF LEASE SUPPLEMENT NO. 1 LEASE SUPPLEMENT NO. 1, dated__________, ______ between_________________, [a corporation organized under the laws of________________________] [,not in its individual capacity, but solely as owner trustee] ("Lessor"), and a ______________________________________________, corporation organized under the laws of the ___________________ ("Lessee"). Lessor and Lessee have previously entered into that certain Aircraft Lease Agreement dated as of______________________________________________________________________________________________________, including the Common Terms Agreement as defined therein (collectively, herein referred to as the "Agreement" and the defined terms therein being hereinafter used with the same meaning). The Agreement provides for the execution and delivery from time to time of a Lease Supplement substantially in the form hereof for the purpose of leasing the aircraft described below under the Agreement as and when delivered by Lessor to Lessee in accordance with the terms thereof. The Agreement and this Lease Supplement relate to the Aircraft, Engines and Parts as more precisely described below and in the Certificate of Technical Acceptance. A counterpart of the Agreement is attached hereto and this Lease Supplement and the Agreement shall form one document. In consideration of the premises and other good and sufficient consideration, Lessor and Lessee hereby agree as follows: 1. Lessor hereby delivers and leases to Lessee under and pursuant to the Agreement and Lessee hereby accepts, acknowledges receipt of possession and leases from Lessor under and pursuant to the Agreement, that certain__________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling aircraft, and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____the____________ (the “Transferor”) to _____) ____________ Engines (each of which Engines has 750 or more rated takeoff horsepower or the equivalent of such horsepower) described in Schedule 1 hereto, together with the Aircraft. Documents and Records described in the Agreement (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”"Delivered Aircraft"), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none Delivery Date of the Depositor, Delivered Aircraft is the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially date of this Lease Supplement set forth in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreementopening paragraph hereof. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Aircraft Lease Agreement (Turn Works Acquisition Iii Sub a Inc)

Other. (Describe) ____________________________________ ______________________________________________________ ______________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [MASTER SERVICER] By: _______________________ Name: Title: EXHIBIT D-2 XXXX XX XXXXXXX XXXXXXXX XXXXXXX XXX XXXXXXX ___________ [TRUSTEE] Attention: Global Securities Trust Services Group-- Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 200[_]-[___] Re: Greenwich Capital Commercial Funding Corp., as depositor, Commercial Mortgage Trust 200[_]-[___], Commercial Mortgage Pass-Through Certificates, Series 200[_]-[___] In connection with the administration of the Mortgage Files held by or on behalf of you as Trustee under that certain Pooling and Servicing Agreement dated as of [______________] (the "Pooling and Servicing Agreement"), by and among Greenwich Capital Commercial Funding Corp. as depositor, [______________] as master servicer (the "Master Servicer"), the undersigned as special servicer (the "Special Servicer") and you as trustee (the "Trustee"), the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Trustee with respect to the following described Mortgage Loan for the reason indicated below. Property Name: __________________________________________________ Address: ________________________________________________________ Control No.: ____________________________________________________ If only particular documents in the Mortgage File are requested, please specify which: __________________________________________ _________________________________________________________________ The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File file (or portion thereof): ______ 1. The Mortgage Loan is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)

Other. (Describe) The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualified Substitute Mortgage Loan (in which case the Mortgage File will be retained by us without obligation to return to you). Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [Name of [Master Servicer] [Servicer]] By: Name: Title: Servicing Officer Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Xxxxxxxxx Mortgage Securities Trust 2005-2, Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of June 1, 2005, among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee, we hereby acknowledge the receipt of the original Mortgage Note with respect to each Mortgage Loan listed on Exhibit 1, with any exceptions thereto listed on Exhibit 2. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Dated: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee, Xxxxxxxxx Mortgage Loan Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached schedule) it has received: (i) all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in its possession; (ii) such documents have been reviewed by the Trustee and have not been mutilated, damaged or torn and relate to such Mortgage Loan; and (iii) based on the Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and related to such Mortgage Loan. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Greenwich Capital Acceptance, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxx Mortgage Home Loans, Inc. 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xx, Xxx Xxxxxx 00000 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Re: Pooling and Servicing Agreement among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee, Ladies and Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attached Document Exception Report) it has received all documents required to be delivered to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement. Based on its review and examination and only as to the foregoing documents, (a) such documents appear regular on their face and related to such Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately reflects information set forth in the Mortgage File. The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. LASALLE BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: Personally appeared before me the undersigned authority to administer oaths, who first being duly sworn deposes and says: Deponent is of Xxxxxxxxx Mortgage Home Loans, Inc. (the “Seller”) and who has personal knowledge of the facts set out in this affidavit. On , did execute and deliver a promissory note in the principal amount of $ . That said note has been misplaced or lost through causes unknown and is currently lost and unavailable after diligent search has been made. The Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and such Seller is still owner and holder in due course of said lost note. The Seller executes this Affidavit for the purpose of inducing LaSalle Bank National Association, as trustee on behalf of Xxxxxxxxx Mortgage Securities Trust 2005-2, Mortgage Loan Pass-Through Certificates, Series 2005-2, to accept the transfer of the above described loan from the Seller. The Seller agrees to indemnify LaSalle Bank National Association and Greenwich Capital Acceptance, Inc. and hold them harmless for any losses incurred by such parties resulting from the fact that the above described Note has been lost or misplaced. By: STATE OF ) ) ss: COUNTY OF ) On this day of 20 , before me, a Notary Public, in and for said County and State, appeared _________________________________________________________________________________________ ________________________________________________________________________________________________________________ The undersigned acknowledges that , who acknowledged the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions extension of the Pooling foregoing and Servicing Agreement who, having been duly sworn, states that any representations therein contained are true. Witness my hand and will be returned to you or your designee within ten days Notarial Seal this day of our receipt thereof20 . My commission expires . Greenwich Capital Acceptance, unless the Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Re: Xxxxxxxxx Mortgage Securities Trust 2005-2, Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as the Master Servicer By: Name: Title: Xxxxx Fargo Bank, National Association 0000 00xx Xxxxxx XX Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: WFCM 2015-LC20 Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 In connection with the administration of the Mortgage Files held by or on behalf of you as custodian under a certain Pooling Ladies and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor, Xxxxx Fargo Bank, National Association, as master servicer, Xxxxx Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian (in such capacity, the “Custodian”), Rialto Capital Advisors, LLC, as special servicer (in such capacity, the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor and Wilmington Trust, National Association, as trustee, the undersigned as the Special Servicer with respect to the following described Mortgage Loan hereby requests a release of the Mortgage File (or the portion thereof specified below) held by or on behalf of you as Custodian with respect to such Mortgage Loan for the reason indicated below. Property Name: Address: Loan No.: If only particular documents in the Mortgage File are requested, please specify which: Reason for requesting Mortgage File (or portion thereof):Gentlemen: ______ 1. The Mortgage Loan undersigned is being foreclosed. ______ 2. Other. (Describe) The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten days of our receipt thereof (or within such longer period as we have indicated as part of our reason for the request), unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose, or unless the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. [__________________________], as Special Servicer By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s), a [corporation duly organized] established and existing under the Pooling and Servicing Agreementlaws of , dated as on behalf of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that: 1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”) with respect to the _________________ Mortgage Loan[s], with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoeverwhich she makes this affidavit. 2. Neither the Transferor nor anyone acting on its behalf has The Transferee either (ax) offered, transferred, pledged, sold is not an employee benefit plan subject to Section 406 or otherwise disposed Section 407 of the Excess Servicing Fee RightEmployee Retirement Income Security Act of 1974, any interest as amended (“ERISA”), or a plan defined in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition Section 4975 of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means Internal Revenue Code of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 19331986, as amended (the “Securities ActCode”), the Trustee of any such plan or would render a person acting on behalf of any such plan or using the disposition assets of any such plan; (y) is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and holding of such Certificates are covered under Section I and III of PTCE 95-60; or (z) shall deliver to the Trustee, the Seller and the Depositor an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee, and upon which the Trustee, the Seller and the Depositor shall be entitled to rely, to the effect that the purchase or holding of such Certificate by the Transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Excess Servicing Fee Right a violation of Section 5 of Code and will not subject the Securities Act or any state securities lawsTrustee, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws. Very truly yours, By: Name: Title: Xxxxx Fargo Commercial Mortgage Securities, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue, 2nd Floor, X0000-000 Xxx Xxxx, Xxx Xxxx 00000 Attention: X.X. Xxxxxx Xxxxx Fargo Bank, National Association Commercial Mortgage Servicing MAC D1086 120, 000 Xxxxx Xxxxx Xxxxxx, 14th Floor Charlotte, North Carolina 28202 Attention: WFCM 2015-LC20 Asset Manager Re: Xxxxx Fargo Commercial Mortgage Trust 2015-LC20, Commercial Mortgage Pass-Through Certificates, Series 2015-LC20 (the “Certificates”) Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right with respect to the _________________ Mortgage Loan[s] established under the Pooling and Servicing Agreement, dated as of March 1, 2015 (the “Pooling and Servicing Agreement”), among Xxxxx Fargo Commercial Mortgage Securities, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special any Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Tax Administrator and as Custodian, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the applicable Master Servicer, that: 1. The Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. 2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant Depositor to any applicable state securities laws or (ii) sold or transferred obligation in transactions which are exempt from addition to those undertaken by such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially entities in the form attached as Exhibit F-3A to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit F-3B to the Pooling and Servicing Agreement. 3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.11 of the Pooling and Servicing Agreement, which provisions it has carefully reviewedopinion of counsel shall not be an expense of the Trustee, the Seller or the Depositor. 3. The Transferee hereby acknowledges that under the terms of the Pooling and Servicing Agreement dated as of June 1, 2005 (the “Agreement”) among Greenwich Capital Acceptance, Inc., as Depositor, Xxxxxxxxx Mortgage Home Loans, Inc., as Seller, Xxxxx Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wilmington Trust Company, as Delaware Trustee and LaSalle Bank National Association, as Trustee, no transfer of the ERISA-Restricted Certificates shall be permitted to be made to any person unless the Depositor and Trustee have received a certificate from such transferee in the form hereof.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2005-2)

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