Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.
Appears in 2 contracts
Samples: Indenture Agreement (STORE CAPITAL Corp), Property Management and Servicing Agreement (STORE CAPITAL Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Special Servicer Loan File, (B) a Loan Payoff Notification Report; (C) a CMSA Servicer Appraisal Reduction Template, and (D) a CMSA Servicer Realized Loss Template.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Appraisal Reduction Template and CMSA Servicer Realized Loss Template received from the Special Servicer pursuant to Section 3.12(b); (ii) a CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status Report, CMSA Comparative Financial Status Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case, if applicable, combining the reports prepared by the Special Servicer and the Master Servicer) with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder, the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
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)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2007, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
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)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 20192013), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.
Appears in 2 contracts
Samples: Property Management and Servicing Agreement (STORE CAPITAL Corp), Property Management and Servicing Agreement (STORE CAPITAL Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning in 2004, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loanseach Performing Serviced Loan, shall make each, consistent with the Servicing Standard, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the Loan Pairs, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Pairs, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan Pairs, the Special Servicer or the Master Servicer, as applicable, shall forward any financial statements received with respect to the Loan Pair Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K; and provided, further, that in the event that any losses are incurred by the Depositor that are based upon or arise out of financial statements filed with the Commission with respect to the Loan Pair Mortgaged Properties, the Trustee shall assign or subrogate, as appropriate, any rights it may have against the related Mortgagor with respect to such financial statements or against the applicable auditors under any independent auditors' report filed together with such financial statements, to the Depositor and/or its designee, to the extent such assignment is permitted by applicable law. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or Administered REO Property, the Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair), as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair), as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c), and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any Administered REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Loans. The Master Servicer shall include on one of such Tenant or Borrower reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties it operates as (in addition to the same are information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the 2003-C1 Master Servicer pursuant to the 2003-C1 PSA. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
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)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property (other than the Meriden Mall Mortgaged Property and the Grace Building Mortgaged Property) as soon as practicable after the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2005, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to this sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property (other than the Meriden Mall Mortgaged Property and the Grace Building Mortgaged Property) or Administered REO Property, the Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property (other than the Meriden Mall Mortgaged Property and the Grace Building Mortgaged Property) and Administered REO Property. The CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Meriden Mall Servicing Agreement) from the applicable Issuer pursuant Meriden Mall Servicer with respect to Section 2.11(bthe Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan. The Master Servicer shall also incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Grace Building Servicing Agreement) from the applicable Grace Building Servicer with respect to -183- the Grace Building Trust Mortgage Loan or any Grace Building REO Trust Mortgage Loan. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis. If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans or REO Mortgage Loans that relate to Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in the first paragraph of this Section 3.12(c). In addition, during any fiscal year of the Trust until the Trustee provides written notice that it has filed a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.15(c), each of the Master Servicer (solely with respect to Performing Serviced Mortgage Loans) and the Special Servicer (solely with respect to Specially Serviced Mortgage Loans or REO Mortgage Loans that relate to Administered REO Properties and any material impairment to any such Mortgage Loan), shall monitor for the occurrence of any events specified under Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer, as applicable, has actual knowledge of, or should (in performing its obligations in accordance with the Servicing Standard) have actual knowledge of, any such event) shall promptly, but not later than one Business Day after obtaining knowledge of such event, so notify the Trustee and the Depositor, set forth such information in a Supplemental Report, and deliver such report to the Trustee upon preparation thereof.
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, and/or if such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Property Manager, in party required to provide the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as subject reports are not the same are Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(e) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
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)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to the Great Mall B-Note Loan, which shall be reimbursable from the Great Mall Custodial Account). In addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2005, the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least 20% once per calendar year, unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof, to the Trustee, each other, and, in an electronic format, to the Controlling Class Representative (and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder) and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 2:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in June 2004, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager Master Servicer shall deliver to the Trustee, no later than 1:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in June 2004, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall be accompanied by a Monthly Additional Report on Recoveries and Reimbursements. The preparation of each Monthly Additional Report on Recoveries and Reimbursements shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicer shall not be required to deliver a Monthly Additional Report on Recoveries and Reimbursements (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable." The Master Servicer's responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from but the applicable Issuer pursuant to Section 2.11(b) failure of the Indenture.
(d) The Special ServicerServicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, in absent such information. Notwithstanding the case of any Specially Managed Unitforegoing, because the Master Servicer will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the Property Managerinitial Distribution Date, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and parties agree that the Properties it operates as the same are CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicer in June 2004 will be based solely upon information generated from actual collections received by the Master Servicer and from information the Depositor delivers or Borrower causes to be delivered to the applicable Issuer under its Lease Master Servicer (including but not limited to information prepared by third party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). No later than 4:00 p.m. New York City time on each P&I Advance Date beginning in June 2004, the Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage LoanLoans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File; (ix) a CMSA Financial File; and (x) a CMSA Loan Level Reserve/LOC Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2006, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c). In addition, during any fiscal year of the Trust until the Trustee provides written notice that it has filed a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.15(c), each of the Master Servicer (solely with respect to Performing Serviced Mortgage Loans) and the Special Servicer (solely with respect to Specially Serviced Mortgage Loans and Administered REO Properties and any material impairment to any such Mortgage Loan or REO Property), shall monitor for the occurrence of any events specified under Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer, as applicable, has actual knowledge of, or should (in performing its obligations in accordance with the Servicing Standard) have actual knowledge of, any such event) shall promptly, but not later than one Business Day after obtaining knowledge of such event, so notify the Trustee and the Depositor, set forth such information in a Supplemental Report, and deliver such report to the Trustee upon preparation thereof.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Property Manager, in party required to provide the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as subject reports are not the same are Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans and other than the Non-Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.00x; provided that with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2008; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee’s receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer’s inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection of cause to be delivered to the related Property Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterthe preceding calendar month: (i) a CMSA Special Servicer Loan File; (ii) the Appraisal Reduction Template and (iii) the Realized Loss Template.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related cause to any Property inspections be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report based upon the information received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist/Portfolio Review Guidelines with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date. Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, it is acknowledged and agreed that with respect to any report, file or other material (or portion thereof) required to be provided by the Master Servicer pursuant to this Section 3.12(c) that relates to (i) a Specially Serviced Mortgage Loan and/or REO Property or (ii) a non-Specially Serviced Mortgage Loan during such time that such Mortgage Loan was a Specially Serviced Mortgage Loan, such report, file other material (or portion thereof) shall be based solely upon the information provided by the Special Servicer pursuant to Section 3.12(b), and the Master Servicer may, absent manifest error, conclusively rely on any such information provided by the Special Servicer and shall not be liable for any error and/or inaccuracy in such information. In addition, the Master Servicer shall not be liable nor in default for any delay in providing any report under this Section 3.12(c) to the extent caused by the Special Servicer’s delay to timely provide the information required to be provided by the Special Servicer pursuant to Section 3.12(b) as set forth in Section 3.12(d).
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the 2007-C30 Master Servicer, the 2007-C30 Special Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer, the GECMC 2007-C1 Master Servicer and the GECMC 2007-C1 Special Servicer to the extent required to be provided pursuant to the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement and the GECMC 2007-C1 Pooling and Servicing Agreement, as the case may be. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer’s failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans (other than the Non-Serviced Mortgage Loans), shall endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of the Mortgage Loans (other than the Non-Serviced Mortgage Loans), a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law and the related Mortgage Loan documents, and (ii) with respect to the 2007-C30 Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the Properties it operates GECMC 2007-C1 Serviced Mortgage Loan, a letter sent to the 2007-C30 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer and the GECMC 2007-C1 Master Servicer, as applicable, to provide such information to the same are extent required to be delivered pursuant to the related Intercreditor Agreement. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer’s receipt) upon request. Within 30 days after receipt by the Tenant Master Servicer (with respect to any Mortgaged Property other than a REO Property) or Borrower the Special Servicer (with respect to any REO Property) of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable (other than, in each case, the Mortgaged Property or REO Property related to the applicable Issuer under its Lease or 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan), each of the Master Servicer (with respect to any Mortgaged Property other than a REO Property) and the Special Servicer (with respect to any REO Property) shall prepare or update, and with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the 2007-C30 Master Servicer, the 2007-C30 Special Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer, the GECMC 2007-C1 Master Servicer and the GECMC 2007-C1 Special Servicer to the extent required to be provided pursuant to the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement and the GECMC 2007-C1 Pooling and Servicing Agreement, as the case may be. The Master Servicer with respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and the Special Servicer with respect to REO Properties, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable; provided, however, with respect to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan, the Master Servicer shall forward to each recipient of a CMSA Operating Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis received from the 2007-C30 Master Servicer related to such 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer related to such Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan or the GECMC 2007-C1 Master Servicer related to such GECMC 2007-C1 Serviced Mortgage Loan. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its receipt of updated operating statements for such Mortgaged Property and REO Property, as the case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the “Normalized” column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the 2007-C30 Master Servicer, the 2007-C30 Special Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer, the GECMC 2007-C1 Master Servicer and the GECMC 2007-C1 Special Servicer to the extent required to be provided pursuant to the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement and the GECMC 2007-C1 Pooling and Servicing Agreement, as the case may be.
(e) With respect to the Serviced Pari Passu Mortgage Loans, the Master Servicer and the Special Servicer, as applicable, will provide the related Companion Holders with copies of any and all documents, certificates, instruments, notices, reports, operating statements, rent rolls, correspondences and other information required to be delivered pursuant to the terms of the applicable Pari Passu Intercreditor Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2006, the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in January 2006, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager Master Servicer shall deliver to the Trustee, no later than 1:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in January 2006, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicer's responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from but the applicable Issuer pursuant to Section 2.11(b) failure of the Indenture.
(d) The Special ServicerServicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, in absent such information. Notwithstanding the case of any Specially Managed Unitforegoing, because the Master Servicer will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the Property Managerinitial Distribution Date, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and parties agree that the Properties it operates as the same are CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicer in January 2006 will be based solely upon information generated from actual collections received by the Master Servicer and from information the Depositor delivers or Borrower causes to be delivered to the applicable Issuer under its Lease Master Servicer (including but not limited to information prepared by third-party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in January 2006, the Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage LoanLoans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report; and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2007, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (F) a CMSA REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain cause to be performed a physical inspection of the related a Mortgaged Property as soon as practicable thereafter. The Special Servicer shall prepare after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Trust Mortgage Loan (i) any sale or transfer becomes a Specially Serviced Trust Mortgage Loan; provided that such expense shall be reimbursable first out of such Property, or (ii) any change Penalty Interest and late payment charges received with respect to the related Trust Mortgage Loan in the condition or value of Collection Period during which such Property that itinspection related expenses were incurred, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver then as an Additional Trust Fund Expense (except to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicerextent, in the case of any Specially Managed Unita Serviced Non-Trust Mortgage Loan, that such expense is allocable to, and can be paid out of collections on, such Serviced Non-Trust Mortgage Loan pursuant to the Property Managerrelated Co-Lender Agreement, in which case it shall be reimbursable from amounts otherwise payable to the related Serviced Non-Trust Mortgage Loan Noteholder that are on deposit in the related SLC Custodial Account). Each applicable Master Servicer for each Trust Mortgage Loan other than a Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan and the Special Servicer for each Specially Serviced Trust Mortgage Loan and REO Trust Mortgage Loan shall (and in the case of a Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of all each Mortgaged Property securing a Trust Mortgage Loan (other Leases and than a Specially Serviced Trust Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant Loan) with a then-current principal balance (or Borrower and review annual and quarterly financial statements allocated loan amount) of less than $2,000,000 at the time of such Tenant or Borrower and inspection, every other calendar year) beginning in 2008; provided, however, the Properties it operates as the same are applicable Master Servicer shall not be required to be delivered inspect any Mortgaged Property that has been inspected by the Tenant or Borrower to Special Servicer during the applicable Issuer under its Lease or Mortgage Loan.immediately preceding six (6)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2007-C6)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2005, the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof, in an electronic format, to the Trustee and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in July 2005, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager or Special ServicerMaster Servicer shall deliver to the Trustee, as applicableno later than 1:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in July 2005, shall receive reimbursement for reasonable out-of-pocket expenses related the CMSA Loan Periodic Update File with respect to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) subject Distribution Date and notice of the Indenture.
(d) The Special Servicer, Discount Rate applicable to each Principal Prepayment received in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered Collection Period. Each CMSA Loan Periodic Update File prepared by the Tenant or Borrower to Master Servicer shall be accompanied by a CMSA Advance Recovery Advance Recovery Report. The preparation of each CMSA Advance Recovery Advance Recovery Report shall constitute a responsibility of the applicable Issuer under its Lease or Mortgage Loan.Master Servicer and shall not constitute
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 200_, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Special Servicer to the Master Servicer and by the Master Servicer to the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c). In addition, during any fiscal year of the Trust until the Trustee provides written notice that it has filed a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.15(c), each of the Master Servicer (solely with respect to Performing Serviced Mortgage Loans) and the Special Servicer (solely with respect to Specially Serviced Mortgage Loans and Administered REO Properties), shall monitor for the occurrence of any of the events, circumstances or items constituting Form 8-K Relevant Information, Form 10-D Relevant Information and Form 10-K Relevant Information, specified under Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer, as applicable, has actual knowledge of, or should (in performing its obligations in accordance with the Servicing Standard) have actual knowledge of, any such event, circumstance or item) shall promptly, but not later than one Business Day after obtaining knowledge of such event, so notify the Trustee and the Depositor and, within two Business Days after obtaining knowledge of such event, set forth such information in a Supplemental Report, and deliver such report to the Trustee upon preparation thereof.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, then (i) the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and (ii) the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee Trustee, the Property Manager, the Insurers and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) . The Property Manager or Special Servicer, as applicable, Servicer shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection from the applicable Issuer Issuers pursuant to Section 2.11(b2.11 (b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower Obligor.
(c) Not later than December 15 of each year, commencing December 15, 2005, the Property Manager shall deliver to the Issuers, the Indenture Trustee, the Insurers and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it operates has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the same are required to be delivered period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its Series Closing Date or, if applicable, such other Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or Liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Initial Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit Finance Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicers, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2009, the applicable Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and each Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), and the Trustee shall obtain from the applicable Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the applicable Master Servicer prior to such inspection, and provides a copy of such inspection to such Master Servicer; and provided, further, that such Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and Administered REO Properties as may be necessary for such Master Servicer to prepare each report and any supplemental information to be provided by such Master Servicer to the Certificate Administrator. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in July 2008, the Special Servicer shall perform prepare and deliver or obtain cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable such Master Servicer to produce, the CMSA files and reports required to be delivered by such Master Servicer to the Certificate Administrator as set forth below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) Each Master Servicer shall deliver to the Certificate Administrator, no later than 2:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in July 2008, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period; provided that, in the case of a physical inspection Late Due Date Trust Mortgage Loan, an amended CMSA Loan Periodic Update File shall be delivered by the applicable Master Servicer to the Certificate Administrator by 5:00 p.m. New York City time on the related P&I Advance Date in connection with the remittance to the Certificate Administrator of any Accelerated Principal Payment received by the applicable Master Servicer on or before 4:00 p.m. New York City time on such P&I Advance Date. Each CMSA Loan Periodic Update File prepared by the Master Servicers shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicers and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicers shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicers' responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and Administered REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), but the failure of the Special Servicer to provide information required by it shall not relieve any Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, because the Master Servicers will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the Master Servicers in July 2008 will be based solely upon information generated from actual collections received by the Master Servicers and from information Mortgage Loan Sellers deliver or cause to be delivered to the Master Servicers (including but not limited to information prepared by third-party servicers of the subject Serviced Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in September 2008, each Master Servicer shall deliver or cause to be delivered to the Certificate Administrator the following reports with respect to the Mortgage Loans (and, if -169- applicable, the related REO Properties, providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Determination Date): (i) any sale or transfer of such Property, or a CMSA Comparative Financial Status Report; (ii) any change a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Loss Template; (v) a CMSA Appraisal Reduction Template; (vi) a CMSA Servicer Realized Loss Template, (vii) a CMSA Total Loan Report, (viii) a CMSA REO Status Report; (ix) a CMSA Servicer Watch List; (x) a CMSA Property File; (xi) a CMSA Loan Setup File (but only if necessary to provide the Certificate Administrator with new information with respect to a Trust Mortgage Loan); (xii) a CMSA Financial File; and (xiii) a CMSA Loan Level Reserve/LOC Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Certificate Administrator and the Master Servicers. Each Master Servicer shall make available promptly upon request of each other Master Servicer a report setting forth each Advance then outstanding by such Master Servicer. The applicable Master Servicer shall incorporate in the condition or value foregoing reports any information and reports received by it (by the date in the month of such Property Distribution Date that itsuch information and reports are scheduled to be received in accordance with the Outside Servicing Agreement, in its good faith and reasonable judgment, considers material. if such date is at least one (1) Business Day prior to the date when such Master Servicer's report is due under the provisions set forth above) from the applicable Outside Servicer with respect to an Outside Serviced Trust Mortgage Loan.
(d) The Special Servicer shall deliver to each Issuerthe Master Servicers the reports set forth in Section 3.12(b) and this Section 3.12(d), the Indenture Trustee and the Property Manager a copy Master Servicers shall deliver to the Certificate Administrator the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Special Servicer, each Master Servicer and the Certificate Administrator. Each Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, with respect to an Outside Serviced Trust Mortgage Loan, by the applicable Outside Servicer pursuant to the related Outside Servicing Agreement. The Certificate Administrator may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update Files to be provided by the Master Servicers pursuant to Section 3.12(c). In the case of each information or reports to be furnished by the Master Servicers to the Certificate Administrator pursuant to this Section 3.12, to the extent that such written report information or reports are based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by it during each calendar quarter within 15 days the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) or by the applicable Outside Servicer pursuant to the related Outside Servicing Agreement, none of the end of Master Servicers shall have an obligation to provide such quarter.
(c) The Property Manager information to the Certificate Administrator until it has received such information from the Special Servicer or Special the applicable Outside Servicer, as applicable, and none of the Master Servicers shall receive reimbursement for reasonable out-of-pocket expenses related be in default hereunder due to a delay in providing information required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any Property inspections from information or report required under Section 3.12(b) and this Section 3.12(d) of this Agreement or the applicable Issuer Outside Servicer's failure to provide any information or report required to be provided to the holder of an Outside Serviced Trust Mortgage Loan pursuant to Section 2.11(b) related Outside Servicing Agreement, but none of the Indenture.
(d) The Master Servicers shall be relieved of its obligation to timely provide such reports absent the information not provided by the Special Servicer as required by this Section 3.12 or by the applicable Outside Servicer. Commencing with respect to the fiscal quarter ending on September 30, 2008, the Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property Managerapplicable Master Servicer, in the case of all other Leases and each non-Specially Serviced Mortgage LoansLoan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Mortgagor, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each Administered REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver images in suitable electronic media of all of the Properties foregoing items so collected or obtained by it operates as to the same are applicable Master Servicer within 30 days of its receipt thereof. Each Master Servicer shall deliver all items obtained by it, and all items required to be delivered to it by the Tenant or Borrower Special Servicer (and so delivered) pursuant to the applicable Issuer under its Lease or Mortgage Loanimmediately preceding sentence, to the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)) and the Certificate Administrator in an imaged format.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans other than the 2004-C15 Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x, provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2005; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any visible waste committed on the Special Mortgaged Property. The Master Servicer shall perform or obtain a physical inspection deliver such reports to the Trustee within 45 days of the related Property as soon as practicable thereafterinspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall prepare have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a written report loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of each the Master Servicer prior to such inspection, and provides a copy of such inspection performed by it to the Master Servicer; and provided, further, that sets forth in detail the condition of Master Servicer and the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to each Issuerthis paragraph (a). With respect to site inspection information, the Indenture Trustee and the Property Manager a copy of each Master Servicer shall make such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case inquiry of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgagor under any related Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates Loan as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage LoanSpecial Servicer may reasonably request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (and, all Properties in cases where the Collateral Pool related Mortgage Loan has become a Specially Serviced Mortgage Loan, such Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that such Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2008, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every five two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The Master Servicer and the Special Servicer shall prepare (5) yearsand, promptly following preparation deliver to the Controlling Class Representative and, with at least 20% of respect to the Properties in Special Servicer, to the Collateral Pool Master Servicer; provided, that such report, complete with photographs, shall be delivered to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare the Controlling Class Representative upon request) a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies contains the existence of (i) any sale or transfer of such Property, or (ii) any change information called for in the condition or value of such standard CMSA Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafterInspection Form. The Special Master Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail and the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Trustee, the Indenture Trustee upon written request, and the Property Manager Controlling Class Representative, a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter (provided, that such report, complete with photographs, shall be delivered to the Controlling Class Representative upon request), within 15 30 days following the later of completion of the end of related inspection if the inspection is performed by such quarter.
(c) The Property Manager Master Servicer or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) or receipt of the Indenture.
(d) The related inspection report if the inspection is performed by a third-party. Upon request, the Trustee shall request from such Master Servicer or Special Servicer, as applicable, and, to the extent such items have been delivered to the Trustee, upon written request, by such Master Servicer or Special Servicer, as applicable, deliver to each of the Depositor, the related Mortgage Loan Seller, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the case Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered written report prepared by the Tenant Master Servicer or Borrower to the applicable Issuer under its Lease or Mortgage LoanSpecial Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2007, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Special Servicer Loan File, (C) a CMSA Comparative Financial Status Report; (D) a CMSA Delinquent Loan Status Report; (E) a Loan Payoff Notification Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (G) a CMSA REO Status Report, (H) a CMSA Appraisal Reduction Template, and (I) a CMSA Servicer Realized Loss Template.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status Report, CMSA Special Servicer Loan File and CMSA Appraisal Reduction Template received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report, Loan Payoff Notification Report and CMSA Total Loan Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List and CMSA Servicer Realized Loss Template with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Mortgage Loan as soon as practicable after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report report, in the form of (or labeled in accordance with) the Centerline Naming Convention, of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform each forward copies of any such inspection reports prepared by it, in the form of (or labeled in accordance with) the Centerline Naming Convention, to the Underwriters and the Controlling Class Representative, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan, and the Master Servicer, in the case of each Performing Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition shall, promptly following receipt, deliver copies of the related Property operating statements and that specifies the existence of (i) any sale rent rolls received or transfer of such Property, or (ii) any change in the condition or value of such Property that obtained by it, in its good faith and reasonable judgmentthe form of (or labeled in accordance with) the Centerline Naming Convention, considers materialto the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it, in the form of (or labeled in accordance with) the Centerline Naming Convention, (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an REO Property) shall deliver prepare or update and forward to each Issuerthe Trustee, in the form of (or labeled in accordance with) the Centerline Naming Convention, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the Indenture Trustee annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property Manager that secures a copy of Specially Serviced Mortgage Loan or with respect to an REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such written report prepared Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by it during each calendar quarter the Master Servicer or Special Servicer, as applicable, within 15 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the end of such quarter.
(c) case may be. The Property Manager Master Servicer or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies, in the form of (or labeled in accordance with) the Centerline Naming Convention, of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Mortgage Loans, with respect to any Corrected Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Special Servicer Loan File, (B) a CMSA Servicer Appraisal Reduction Template, and (C) a CMSA Servicer Realized Loss Template.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Mortgage Loans and any REO Mortgage Loans as of the related Determination Date. In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the applicable Issuer Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the Mortgage Loan Seller or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Special Servicer Loan File, CMSA Appraisal Reduction Template and CMSA Servicer Realized Loss Template received from the Special Servicer pursuant to Section 2.11(b3.12(b); (ii) a CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status Report, CMSA Comparative Financial Status Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case, if applicable, combining the reports prepared by the Special Servicer and the Master Servicer) with information that is current as of the Indenturerelated Determination Date with respect to each subject Mortgage Loan and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the required information for the Mortgage Loans and any REO Mortgage Loans as of the related Determination Date. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder, the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b), or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer, and the Property Manager, Master Servicer is entitled to conclusively rely on such information provided by the Special Servicer. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all other Leases and Mortgage Loansthe reports specified in this Section 3.12, including the calculations made therein, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (TIAA Seasoned Commercial Mortgage Trust 2007-C4)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all and annually thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer and shall be reimbursable as a Servicing Advance. Beginning in 2003, in the Collateral Pool case of each Mortgaged Property securing a non-Specially Serviced Mortgage Loan that, as of the Closing Date, had not been inspected in the 6-month period prior to such Closing Date, and in 2004 with respect to all other Mortgaged Properties securing non-Specially Serviced Mortgage Loans, the Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing such non-Specially Serviced Mortgage Loan: (i) promptly upon the decrease of the related debt service coverage ratio (computed in accordance with the related loan documents) to below 1.00x, (ii) promptly upon the related Mortgage Loan becoming 60 days or more delinquent with respect to any Monthly Payment or otherwise being in default for more than 60 days, (iii) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (iv) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare prepared and deliver to the Trustee and the Controlling Class Representative and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) fee. The Special Servicer, in the case of any each Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make each, consistent with the Servicing Standard and subject to the provisions of the related loan documents, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to the foregoing sentence to the Trustee, the Special Servicer and any Controlling Class Certificateholders, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property. The Master Servicer shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property is to be updated by the Master Servicer, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition, the Master Servicer shall also update the CMSA Operating Statement Analysis Report based on quarterly financial operating statements within 30 days of such Tenant receipt.
(b) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or Borrower and the Properties it operates as the same are required cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of the end of preceding calendar month : (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Mortgage Loans, any Corrected Loans: (i) a CMSA Delinquent Loan Status Report; (ii) an CMSA Historical Liquidation Report; (iii) an CMSA Historical Loan Modification Report; (iv) an CMSA REO Status Report; and (v) CMSA Special Servicer Defaulted Loan Report (after implementation thereof by the Tenant CMSA).
(c) Not later than the second Business Day prior to each Distribution Date, the Master Servicer shall deliver or Borrower cause to be delivered to the Trustee: (i) the most recent CMSA Historical Loan Modification Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and CMSA Special Servicer Defaulted Loan File (after implementation thereof by the CMSA) (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date. The Master Servicer shall include on one of such reports or in a separate report updated information as of the applicable Issuer Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, and, upon request, the Special Servicer and any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), and provided that the Master Servicer and the Special Servicer are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under its Lease or Mortgage LoanSection 3.12(b) of this Agreement.
(e) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto and in the current CMSA format as of the related Determination Date.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CDC Commercial Mortgage Trust 2002-Fx1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (other than the Fairfield Commons Total Loan so long as the Fairfield Commons Pari Passu Companion Loan is included in the Collateral Pool at least once every five (5Series 2003-C5 Securitization) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, becomes a Specially Serviced Mortgage Loan or (ii) any change the related Debt Service Coverage Ratio set forth in the condition or value Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (except to the extent that such Property that itAdditional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement and any inspection occurring after the related AB Mortgage Loan has been paid in full). In addition, in its good faith and reasonable judgment, considers material.
(b) If after a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Mortgage Loan, the Special Servicer shall perform or obtain cause to be performed a physical inspection of the related Mortgaged Property at least once per calendar year, so long as soon such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2004, the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, other than the Fairfield Commons Pooled Mortgage Loan, so long as practicable thereafter. The the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year, unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail or the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable outSeries 2003-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.C5
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the Collateral Pool related Mortgage Loan becomes a Specially Serviced Mortgage Loan and at least once every five (5) yearsper calendar year thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property; provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection therewith as Servicing Advances. Beginning in 2000, with the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least 20% once per calendar year and each Mortgage Loan with an unpaid principal balance of the Properties in the Collateral Pool to be inspected under $2,000,000, once every year (beginning in 2019two years), including any Properties with Unit FCCRs below 1.0xif the Special Servicer has not already done so during that period pursuant to the preceding sentence. The Property Manager Master Servicer and the Special Servicer shall each prepare a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition condition, occupancy or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (iiiii) any change in waste committed on the condition or value of such Mortgaged Property that itthe Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material. The Master Servicer and the Special Servicer shall each deliver to each Issuerthe Trustee, the Indenture Trustee Depositor and the Property Manager each other a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter within 15 60 days of completion of the end related inspection. The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Underwriter, the related Mortgage Loan Seller, the Controlling Class Representative, any Certificateholder or, to the extent the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such quarterwritten report prepared by the Master Servicer or the Special Servicer.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and each Performing Mortgage LoansLoan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower quarterly and review annual operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant Borrower, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Master Servicer and the Properties Special Servicer shall each deliver copies of all of the foregoing items so collected thereby to the Trustee, the Depositor and each other, in each case within 60 days of its receipt thereof. The Trustee shall, upon request, deliver copies of the foregoing items to the Underwriter, the Controlling Class Representative, the related Mortgage Loan Seller and any Certificateholder or, to the extent the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the Master Servicer or the Special Servicer. Within 45 days after receipt by the Master Servicer, as to Performing Mortgage Loans, and within 20 days after receipt by the Special Servicer, as to Specially Serviced Mortgage Loans, of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer or the Special Servicer, as applicable, shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the written analysis of operations (the "Operating Statement Analysis Report"), and the Special Servicer shall remit each Operating Statement Analysis Report prepared by it, together with the underlying operating statements and rent rolls, to the Master Servicer in a format reasonably acceptable to the Master Servicer. All Operating Statement Analysis Reports shall be maintained by the Master Servicer with respect to each Mortgaged Property and REO Property, and the Master Servicer shall forward copies thereof (in each case, promptly following the initial preparation and each material revision thereof) to the Trustee and the Special Servicer, together with the related operating statements or rent rolls. The Trustee shall, upon request and to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Underwriter, the related Mortgage Loan Seller, the Controlling Class Representative, any Certificateholder or, to the extent the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such Operating Statement Analysis (or update thereof) and the related operating statement or rent rolls. The Master Servicer shall maintain an Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Each such Operating Statement Analysis Report shall be substantially in the form of Exhibit E-8 attached hereto (or, at the discretion of the Master Servicer, provided that no less information is provided than is set forth in Exhibit E-8, in a CMSA format). Within 45 days after receipt by the Master Servicer or 20 days after receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update (and, in the case of the Special Servicer, forward within such 20-day period to the Master Servicer in an electronic format reasonably acceptable to the Master Servicer) an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit).
(c) Not later than 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and the Controlling Class Representative the following reports (or data files relating to reports of the Master Servicer) with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of such Determination Date: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic Update File. At or before 12:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of the Special Servicer in an electronic format reasonably acceptable to the Master Servicer as of such Determination Date: (i) a Delinquent Loan Status Report; (ii) a Comparative Financial Status Report; (iii) an Historical Loss Estimate Report; (iv) an Historical Loan Modification Report; and (v) an REO Status Report.
(d) Not later than 3:30 p.m. (New York City time) on the second Business Day after each Determination Date, the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Trustee data files relating to the following reports: (i) to the extent received at the time required, the most recent Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report and REO Status Report received from the Special Servicer pursuant to Section 3.12(c); (ii) the most recent CMSA Property File, CMSA Loan Periodic Update File and Comparative Financial Status Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a Watch List Report with information that is current as of such Determination Date.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12(d), in an electronic format reasonably acceptable to the Special Servicer, the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it operates as has received the same are requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.
(f) Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be delivered disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties or would constitute a waiver of the attorney-client privilege on behalf of the Trust. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(g) The Depositor shall provide to the Master Servicer and the Trustee the initial data (as of the Cut-Off Date or the most recent earlier date for which such data is available) contemplated by the Tenant or Borrower to CMSA Loan Set-up File, the applicable Issuer under its Lease or Mortgage LoanCMSA Loan Periodic Update File, the Operating Statement Analysis Report and the CMSA Property File.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement and with respect to any inspection occurring after the related AB Mortgage Loan has been paid in full). Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2003; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer shall, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative and the Trustee which shall include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice shall be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report and (iv) a Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on the second Business Day of each calendar month, the Special Servicer shall deliver or cause to be delivered to the Master Servicer (in electronic format acceptable to the Master Servicer and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterSpecial Servicer) an Interim Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a Comparative Financial Status Report and CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a Watch List Report with the required information as of such Determination Date and (E) an Updated Collection Report. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements, budgets and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of Mortgage Loans, shall make reasonable efforts a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements, budgets and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents. The Special Servicer shall promptly following receipt, deliver copies of the operating statements, budgets and rent rolls received or obtained by it operates to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements, budgets and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer, each Requesting Subordinate Certificateholder or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided that with respect to inspections prepared by the Special Servicer, all Properties such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collateral Pool Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). The Master Servicer, for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan), and the Special Servicer, for each Specially Serviced Mortgage Loan and REO Loan, shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2008; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee’s receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer’s inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of “Specially Serviced Mortgage Loan,” the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNo later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection of cause to be delivered to the related Property Master Servicer the following reports, with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterthe preceding calendar month: (i) a CMSA Special Servicer Loan File; and (ii) to the extent applicable, the Realized Loss Template.
(c) The Property Manager No later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related cause to any Property inspections be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report based upon information received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist/Portfolio Review Guidelines with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer’s failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of the Mortgage Loans, a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents, and (ii) with respect to the Serviced Whole Loans, a letter sent to the related Companion Holder(s) requesting such information to the extent such action is consistent with applicable law and the related Intercreditor Agreement. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it operates to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer’s receipt) upon request. Within 30 days after receipt by the Master Servicer (with respect to any Mortgaged Property other than a REO Property) or the Special Servicer (with respect to any REO Property) of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer (with respect to any Mortgaged Property other than a REO Property) and the Special Servicer (with respect to any REO Property) shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the “Normalized” column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2006, the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof, in an electronic format, to the Trustee and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in July 2005, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager Master Servicer shall deliver to the Trustee, no later than 1:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in July 2005, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicer's responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from but the applicable Issuer pursuant to Section 2.11(b) failure of the Indenture.
(d) The Special ServicerServicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, in absent such information. Notwithstanding the case of any Specially Managed Unitforegoing, because the Master Servicer will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the Property Managerinitial Distribution Date, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and parties agree that the Properties it operates as the same are CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicer in July 2005 will be based solely upon information generated from actual collections received by the Master Servicer and from information the Depositor delivers or Borrower causes to be delivered to the applicable Issuer under its Lease Master Servicer (including but not limited to information prepared by third-party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m. New York City time on each P&I Advance Date beginning in October 2005, the Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage LoanLoans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report; and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafterthereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter so long as such Lease or Mortgage Loan remains a Specially Serviced Asset. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale sale, abandonment or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee and Trustee, the Property Manager and the Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarter.
inspection. The Special Servicer (ci) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are Obligor required to be delivered provided under the applicable Mortgage Loan or Lease.
(c) Not later than December 15 of each year, commencing December 15, 2014, the Property Manager shall deliver to the Issuers, the Indenture Trustee and the Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the applicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, master lease level or corporate level, as applicable) and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its later of (1) the most recent Series Closing Date and (2) the most recent Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since the most recent delivery US-DOCS\96557504.296557504.7 of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Series Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit MTA REIT)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager applicable Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (and, all Properties in cases where the Collateral Pool related Mortgage Loan has become a Specially Serviced Mortgage Loan, such Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that such Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2003, the applicable Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every five two years), if the applicable Special Servicer has not already done so during that period pursuant to the preceding sentence. Each Master Servicer and each Special Servicer shall prepare (5) yearsand, promptly following preparation deliver to the Controlling Class Representative and, with at least 20% respect to a Special Servicer, to the applicable Master Servicer; provided, that with respect to Performing Co-op Mortgage Loans, such report shall be delivered to the Controlling Class Representative in an electronic format, exclusive of photographs that are part of such report, until such time as the Properties in Co-op Master Servicer or Co-op Special Servicer, as the Collateral Pool case may be, has established a website where such photographs can be viewed, provided, further, however, that such report, complete with photographs, shall be delivered to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare the Controlling Class Representative upon request) a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of the Mortgaged Property of which such PropertyMaster Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition or value occupancy of the Mortgaged Property of which such Property that itMaster Servicer or Special Servicer, as applicable, in its good faith accordance with the Servicing Standard, is aware and reasonable judgment, that it considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (iiiii) any change in waste committed on the condition Mortgaged Property of which such Master Servicer or value of such Property that itSpecial Servicer, as the case may be, in its good faith accordance with the Servicing Standard, is aware and reasonable judgment, that it considers material. The Each Master Servicer and each Special Servicer shall deliver to each Issuerthe Trustee, the Indenture Trustee upon written request, and the Property Manager Controlling Class Representative, a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter (provided, that with respect to Performing Co-op Mortgage Loans, such report shall be delivered to the Controlling Class Representative in an electronic format, exclusive of photographs that are part of such report, until such time as the Co-op Master Servicer or Co-op Special Servicer, as the case may be, has established a website where such photographs can be viewed, provided, further, however, that such report, complete with photographs, shall be delivered to the Controlling Class Representative upon request), within 15 30 days following the later of completion of the end of related inspection if the inspection is performed by such quarter.
(c) The Property Manager Master Servicer or Special Servicer, as applicable, or receipt of the related inspection report if the inspection is performed by a third-party. Upon request, the Trustee shall receive reimbursement for reasonable out-of-pocket expenses request from such Master Servicer or Special Servicer, as applicable, and, to the extent such items have been delivered to the Trustee, upon written request, by such Master Servicer or Special Servicer, as applicable, deliver to each of the Depositor, the related to Mortgage Loan Seller, any Property inspections from Certificateholder or, if the applicable Issuer pursuant to Trustee has in accordance with Section 2.11(b5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of the Indentureeach such written report prepared by a Master Servicer or a Special Servicer.
(db) The Commencing with respect to the calendar quarter ended March 31, 2003, the applicable Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerGeneral Master Servicer, in the case of all other Leases and each Performing Mortgage LoansLoan that is a General Mortgage Loan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Borrower, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage; provided that in the case of Performing Mortgage Loans that are Co-op Mortgage Loans, the Co-op Master Servicer shall use reasonable efforts to collect annual financial statements whether or not expressly required by the related loan documents and, to the extent expressly required by the related loan documents, shall use reasonable efforts to collect quarterly financial statements and annual or quarterly operating statements. In addition, the applicable Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls (except with respect to Co-op Mortgage Loans) to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. Each Special Servicer shall deliver copies (or images in suitable electronic media) of all of the foregoing items so collected or obtained by it to the applicable Master Servicer, the Trustee and the Controlling Class Representative within 30 days of its receipt thereof. Each Master Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property related to each Mortgage Loan for which it acts as Master Servicer. Within 60 days after receipt by a Master Servicer from the related Borrower or otherwise, as to a Performing Mortgage Loan for which it acts as Master Servicer, and within 30 days after receipt by a Master Servicer from the applicable Special Servicer or otherwise, as to a Specially Serviced Mortgage Loan and REO Property for which it acts as Master Servicer, of any annual operating statements or rent rolls (except with respect to Co-op Mortgage Loans) with respect to any Mortgaged Property or REO Property, such Master Servicer shall, based upon such operating statements or rent rolls (except with respect to Co-op Mortgage Loans), prepare (or, if previously prepared, update) the CMSA Operating Statement Analysis Report for the subject Mortgaged Property or REO Property. Each Master Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (promptly following initial preparation and each update thereof), together with, if so requested and not already provided pursuant to the preceding paragraph, the underlying operating statements and rent rolls (except with respect to Co-op Mortgage Loans), to the Trustee, the applicable Special Servicer and the Controlling Class Representative. All CMSA Operating Statement Analysis Reports shall be maintained by the applicable Master Servicer with respect to each Mortgaged Property and REO Property related to a Mortgage Loan for which it acts as Master Servicer. The Trustee shall, upon request, request from a Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by such Master Servicer, deliver to the Controlling Class Representative, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls (except with respect to Co-op Mortgage Loans). Within 60 days (or, in the case of items received from a Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties for which it operates acts as Special Servicer, 30 days) after receipt by a Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, such Master Servicer shall prepare or update and forward to the same are required Trustee, the applicable Special Servicer and the Controlling Class Representative (in an electronic format reasonably acceptable to the Trustee and such Special Servicer) a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related quarterly or annual operating statements. If, with respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan), the applicable Special Servicer has any questions for the related Borrower based upon the information received by such Special Servicer pursuant to Section 3.12(a) or 3.12(b), the applicable Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with such Special Servicer in assisting such Special Servicer to contact and solicit information from such Borrower.
(c) Not later than 4:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver or cause to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease Master Servicer, the Controlling Class Representative and shall contemporaneously provide a copy of such materials as they relate to an A Loan to the B Loan Holder the following reports (or data files relating to reports of the applicable Master Servicer) with respect to the Specially Serviced Mortgage Loan.Loans serviced by such Special Servicer and any related REO Properties, providing the required information as of such Determination Date: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic Update File (which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name). At or before 4:00 p.m. (New York City time) on each Determination Date, such Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the following reports or the related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of such Special Servicer pursuant to Section 3.12(e) as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a CMSA Comparative Financial Status Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSFB Mortgage Sec Corp Comm Mort Pass THR Cert Ser 2003-Cnp1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each the Issuer, the Indenture Trustee Trustee, the Property Manager, the Insurer and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) . The Property Manager or Special Servicer, as applicable, Servicer shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor, as applicable and review annual operating statements of the related Mortgaged Properties, and quarterly financial statements of such Tenant or Borrower Obligor.
(c) Not later than December 15 of each year, commencing December 15, 2005, the Property Manager shall deliver to the Issuer, the Indenture Trustee, the Insurers and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it operates has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the same are required to be delivered period covered by the Tenant or Borrower to related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule, prepared as if the applicable Issuer under its Series Closing Date or, if applicable, such other Transfer Date, were the preceding October 1 and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or Liquidated Mortgage Loan since the most recent delivery of a schedule pursuant to this Section 3.12(c) (or, in the case of the first such delivery, since the Initial Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit Finance Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafterthereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter so long as such Lease or Mortgage Loan remains a Specially Serviced Asset. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale sale, abandonment or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee and Trustee, the Property Manager and the Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarter.
inspection. The Special Servicer (ci) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are Obligor required to be delivered provided under the applicable Mortgage Loan or Lease.
(c) Not later than December 15 of each year, commencing December 15, 2014, the Property Manager shall deliver to the Issuers, the Indenture Trustee and the Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the applicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, master lease level or corporate level, as applicable) and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its later of (1) the most recent Series Closing Date and (2) the most recent Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since the most recent delivery US-DOCS\96557504.296557504.7 69 of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Series Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property (other than the Sangertown Square Mortgaged Properties) as soon as practicable after the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the XX Xxxx Non-Trust Mortgage Loan Noteholders (if the subject Mortgaged Property Manager shall prepare relates to the XX Xxxx Loan Group) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall prepare a written report shall, promptly following receipt, deliver copies of each such inspection performed the operating statements and rent rolls received or obtained by it that sets forth in detail to the condition Master Servicer, and the Master Servicer shall promptly deliver copies of the related operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer, the XX Xxxx Non-Trust Mortgage Loan Noteholders (if the subject Mortgaged Property and that specifies relates to the existence of (iXX Xxxx Loan Group) or any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that itControlling Class Certificateholder, in its good faith and reasonable judgment, considers materialeach case upon request. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to each Issuerthe foregoing sentence and this sentence to the Trustee, the Indenture Trustee Special Servicer, any Controlling Class Certificateholder and any XX Xxxx Non-Trust Mortgage Loan Noteholder, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property (other than the Sangertown Square Mortgaged Properties) or Administered REO Property, the Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property Manager shall prepare or update and forward to the Trustee a copy of CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property (other than the Sangertown Square Mortgaged Properties) and Administered REO Property. The CMSA Operating Statement Analysis Report for each such written report prepared Mortgaged Property and REO Property is to be updated by it during each calendar quarter the Master Servicer or Special Servicer, as applicable, within 15 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the end of such quarter.
(c) case may be. The Property Manager Master Servicer or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany such Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically (on a monthly basis) during any period in respect of which Exchange Act Reports are being filed as to the Trust with the Commission, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer, any Controlling Class Certificateholder and any XX Xxxx Non-Trust Mortgage Loan Noteholder, in each case upon request.
(b) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, any Corrected Trust Mortgage Loans: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (v) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Trust Mortgage Loans. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Sangertown Square Servicing Agreement) from the applicable Issuer pursuant Sangertown Square Servicer with respect to Section 2.11(b) the Sangertown Square Trust Mortgage Loan or any Sangertown Square REO Trust Mortgage Loan. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis. If the Master Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to the Sangertown Square Mortgage Loan, by a Sangertown Square Servicer pursuant to the Sangertown Square Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by a Sangertown Square Servicer pursuant to the Sangertown Square Servicing Agreement and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Sangertown Square Servicer, as applicable, and the Property Manager, Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loans, shall make reasonable efforts this Agreement or a Sangertown Square Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the Sangertown Square Trust Mortgage Loan pursuant to the Sangertown Square Servicing Agreement, as applicable.
(e) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in ______, the Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof, in an electronic format, to the Trustee and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and Administered REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in ________ _______, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager Master Servicer shall deliver to the Trustee, no later than 1:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in ______ _______, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicer's responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and Administered REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from but the applicable Issuer pursuant to Section 2.11(b) failure of the Indenture.
(d) The Special ServicerServicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, in absent such information. Notwithstanding the case of any Specially Managed Unitforegoing, because the Master Servicer will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the Property Managerinitial Distribution Date, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and parties agree that the Properties it operates as the same are CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicer in _____ _______ will be based solely upon information generated from actual collections received by the Master Servicer and from information the Depositor delivers or Borrower causes to be delivered to the applicable Issuer under its Lease Master Servicer (including but not limited to information prepared by third-party servicers of the subject Serviced Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in _________ _______, the Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report; and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicer. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the [Other Series] Pooling and Servicing Agreement) from the [Other Series] Applicable Servicer with respect to the [Blackacre] Trust Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan or Companion Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Mortgage Loan or Companion Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning in 2001, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a non-Specially Serviced Loan (i) at least once every five three calendar years in the case of Mortgaged Properties securing Credit Lease Loans, (5ii) yearsat least once every two calendar years in the case of Mortgaged Properties securing Mortgage Loans (other than Credit Lease Loans) that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less and (iii) at least once every calendar year in the case of all other such Mortgaged Properties; PROVIDED that if, with respect to any Credit Lease Loan, the Master Servicer shall gain actual knowledge that Xxxxx'x or S&P has downgraded below "BB+" (or the equivalent) or withdrawn its rating of the long-term senior unsecured debt or similar obligations of the applicable Rated Party, the Master Servicer shall promptly inspect the related Mortgaged Property and shall continue to make such inspections annually thereafter until the above described ratings of the applicable Rated Party are again at least 20% of "BB+"(or the Properties in equivalent) by Xxxxx'x or S&P, as the Collateral Pool case may be. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) fee. The Special Servicer, in the case of any Specially Managed UnitServiced Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans and Mortgage Companion Loans, shall make each, consistent with the Servicing Standard, use reasonable efforts to collect obtain quarterly and annual operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly from each related Tenant following receipt, deliver copies of the operating statements and rent rolls received or Borrower and review annual and quarterly financial statements of such Tenant or Borrower obtained by it to the Master Servicer, and the Properties Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it operates to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to each Loan Pair, the Special Servicer and the Master Servicer, as applicable, shall each consistent with the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to the foregoing sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders or, in the case of a Loan Pair, to the related Companion Loan Noteholder, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer shall prepare or update and forward to the Trustee, upon request, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Master Servicer shall prepare and maintain one Operating Statement Analysis Report for each Mortgaged Property and REO Property. The Operating Statement Analysis Report for each Mortgaged Property and REO Property is to be updated by the Master Servicer, within thirty days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the same case may be. The Master Servicer shall use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis Report and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analysis Reports and NOI Adjustment Worksheets are required to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File Report; and (ii) a Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) an Historical Liquidation Report; (iv) an Historical Loan Modification Report; and (v) an REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent Historical Loan Modification Report, Historical Liquidation Report and REO Status Report received from the Special Servicer pursuant to SECTION 3.12(b); (ii) the most recent CMSA Property File Report, Delinquent Loan Status Report, Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Tenant or Borrower Special Servicer and the Master Servicer); and (iii) a Servicer Watch List with information that is current as of the related Determination Date. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with SECTION 3.11(g), 4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan basis.
(d) The Special Servicer shall deliver to the applicable Issuer Master Servicer the reports set forth in SECTION 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in SECTION 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to SECTION 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to SECTION 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to SECTION 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to SECTION 3.12(b) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to SECTION 3.12(b), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by SECTION 3.12(c) caused by the Special Servicer's failure to timely provide any report required under its Lease or Mortgage LoanSECTION 3.12(b) of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (and, all Properties in cases where the Collateral Pool related Mortgage Loan has become a Specially Serviced Mortgage Loan, such Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that such Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2007, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once per calendar year (or, in the case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every five two years), if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The Master Servicer and the Special Servicer shall prepare (5) yearsand, promptly following preparation deliver to the Controlling Class Representative and, with at least 20% of respect to the Properties in Special Servicer, to the Collateral Pool Master Servicer; provided, that such report, complete with photographs, shall be delivered to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare the Controlling Class Representative upon request) a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of the Mortgaged Property of which such PropertyMaster Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition or value occupancy of the Mortgaged Property of which such Property that itMaster Servicer or Special Servicer, as applicable, in its good faith accordance with the Servicing Standard, is aware and reasonable judgment, that it considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (iiiii) any change in waste committed on the condition Mortgaged Property of which such Master Servicer or value of such Property that itSpecial Servicer, as the case may be, in its good faith accordance with the Servicing Standard, is aware and reasonable judgment, that it considers material. The Master Servicer and the Special Servicer shall deliver to each Issuerthe Trustee, the Indenture Trustee upon written request, and the Property Manager Controlling Class Representative, a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter (provided, that such report, complete with photographs, shall be delivered to the Controlling Class Representative upon request), within 15 30 days following the later of completion of the end of related inspection if the inspection is performed by such quarter.
(c) The Property Manager Master Servicer or Special Servicer, as applicable, or receipt of the related inspection report if the inspection is performed by a third-party. Upon request, the Trustee shall receive reimbursement for reasonable out-of-pocket expenses request from such Master Servicer or Special Servicer, as applicable, and, to the extent such items have been delivered to the Trustee, upon written request, by such Master Servicer or Special Servicer, as applicable, deliver to each of the Depositor, the related to Mortgage Loan Seller, any Property inspections from Certificateholder or, if the applicable Issuer pursuant to Trustee has in accordance with Section 2.11(b5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the IndentureMaster Servicer or the Special Servicer.
(db) The Commencing with respect to the calendar quarter ended September 30, 2006, the Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and each Performing Mortgage LoansLoan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Borrower, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all of the foregoing items so collected or obtained by it to the Master Servicer, the Trustee and the Controlling Class Representative within 30 days of its receipt thereof. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property related to each Mortgage Loan for which it acts as Master Servicer. Within 60 days after receipt by the Master Servicer from the related Borrower or otherwise, as to a Performing Mortgage Loan for which it acts as Master Servicer, and within 30 days after receipt by the Master Servicer from the Special Servicer or otherwise, as to a Specially Serviced Mortgage Loan and REO Property for which it acts as Master Servicer, of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, such Master Servicer shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the CMSA Operating Statement Analysis Report for the subject Mortgaged Property or REO Property. The Master Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (promptly following initial preparation and each update thereof), together with, if so requested and not already provided pursuant to the preceding paragraph, the underlying operating statements and rent rolls, to the Trustee, the Special Servicer and the Controlling Class Representative. All CMSA Operating Statement Analysis Reports shall be maintained by the Master Servicer with respect to each Mortgaged Property and REO Property related to a Mortgage Loan for which it acts as Master Servicer. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by such Master Servicer, deliver to the Controlling Class Representative, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. Within 60 days (or, in the case of items received from the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties for which it operates acts as Special Servicer, 30 days) after receipt by the same are required Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, such Master Servicer shall prepare or update and forward to the Trustee, the Special Servicer and the Controlling Class Representative (in an electronic format reasonably acceptable to the Trustee and such Special Servicer) a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related quarterly or annual operating statements. If, with respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan), the Special Servicer has any questions for the related Borrower based upon the information received by such Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with such Special Servicer in assisting such Special Servicer to contact and solicit information from such Borrower.
(c) Not later than 4:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease Master Servicer, the Controlling Class Representative and shall contemporaneously provide a copy of such materials as they relate to an A Loan to the B Loan Holder the following reports (or data files relating to reports of the Master Servicer) with respect to the Specially Serviced Mortgage Loan.Loans serviced by such Special Servicer and any related REO Properties, providing the required information as of such Determination Date: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic Update File (which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name). At or before 4:00 p.m. (New York City time) on each Determination Date, such Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the following reports or the related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the information required of such Special Servicer pursuant to Section 3.12(e) as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a CMSA Comparative Financial Status Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning in 2001, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a non-Specially Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years$2,000,000 or less and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided that if, with at least 20% respect to any CTL Loan, the Master Servicer shall gain actual knowledge that Xxxxx'x or S&P has downgraded below "BB+" (or the equivalent) or withdrawn its rating of the Properties in long-term senior unsecured debt or similar obligations of the Collateral Pool applicable Rated Party, the Master Servicer shall promptly inspect the related Mortgaged Property. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) fee. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make each, consistent with the Servicing Standard, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly financial other periodic operating statements and rent rolls with respect to each of such Tenant the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or Borrower obtained by it to the Master Servicer, and the Properties Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it operates to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. Within 10 days after receipt by the Special Servicer of any annual operating statements and related rent rolls with respect to any Mortgaged Property securing a Specially Serviced Mortgage Loan or any REO Property, the Special Servicer shall prepare or update and forward to the Master Servicer within such 10-day period, an NOI Adjustment Worksheet (or related data fields as required by the Master Servicer) for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). Within 60 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property securing a Mortgage Loan other than a Specially Serviced Mortgage Loan, the Master Servicer shall prepare or update an NOI Adjustment Worksheet for such Mortgaged Property. The Master Servicer shall promptly forward to the Trustee in electronic format an NOI Adjustment Worksheet for each Mortgaged Property or REO Property as to which such worksheet is available (with the related annual operating statements attached thereto as an exhibit). Within 60 days after receipt by the Master Servicer or 10 days after receipt by the Special Servicer of any annual, quarterly or periodic operating statements or related rent rolls with respect to any Mortgaged Property or REO Property, and commencing for the quarter ended September 30, 2000 for current 12-month trailing data (or year to date data until 12-month trailing data is available) and January 2, 2001 for annual, year end data, the Master Servicer shall prepare (or, if previously prepared, update) and maintain one Operating Statement Analysis Report for each Mortgaged Property securing a Mortgage Loan, other than a Specially Serviced Mortgage Loan and the Special Servicer shall prepare (or, if previously prepared, update) and maintain one Operating Statement Analysis Report for each Mortgaged Property securing a Specially Serviced Mortgage Loan and each REO Property. Each Operating Statement Analysis Report or update thereof or related data fields prepared by the Special Servicer shall be delivered to the Master Servicer within 10 days of the Special Servicer's receipt of the operating statements used in preparing such report or update. The Master Servicer and the Special Servicer shall each, in accordance with CMSA standards, use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the same case may be, to update and normalize the corresponding annual year end information in the Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analysis Reports and NOI Adjustment Worksheets are required to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 2:00 p.m. (New York City time) on the first Business Day after each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports or data fields with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of the end of the related Collection Period: (i) a CMSA Property File; (ii) a CMSA Financial File; (iii) a CMSA Loan Periodic Update File and (iv) a Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports or related data fields with respect to the Specially Serviced Mortgage Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Mortgage Loans, any Corrected Loans, providing the required information as of such Determination Date: (i) a Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) an Historical Liquidation Report; (iv) an Historical Loan Modification Report; and (v) an REO Status Report.
(c) Not later than 12:00 noon (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee and, upon request, to the Rating Agencies, the Special Servicer and any Controlling Class Certificateholder: (i) the most recent Historical Loan Modification Report, Historical Liquidation Report and REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), Delinquent Loan Status Report, Comparative Financial Status Report and related information and Loan Payoff Notification Report (in each case combining the reports prepared by the Tenant or Borrower Special Servicer and the Master Servicer); and (iii) a Servicer Watch List with information that is current as of the related Determination Date. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The Special Servicer shall deliver to the applicable Issuer Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, and, upon request, the Special Servicer and any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent 122 manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), and provided that the Master Servicer and the Special Servicer are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under its Lease or Mortgage LoanSection 3.12(b) of this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Mortgage Loan Noteholders, upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) fee. The Special Servicer, in the case of any each Specially Managed UnitServiced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Property ManagerMaster Servicer, in the case of all other Leases and each Performing Serviced Mortgage LoansLoan, shall make each, consistent with the Servicing Standard, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly financial other periodic operating statements and rent rolls with respect to each of such Tenant the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or Borrower obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the Properties it operates as preceding sentence) to the same are required to be delivered Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Tenant Master Servicer or Borrower Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the applicable Issuer under its Lease or Mortgage Loan.Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C7)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2007, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense perform or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% performed a physical inspection of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The a Mortgaged Property Manager shall prepare as soon as practicable after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer Serviced Mortgage Loan and shall at its expense perform or obtain a physical an inspection of the related Property as soon as practicable thereafterall other Mortgaged Properties at least once per calendar year. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Special Servicer shall deliver make copies of such inspection report available for review by Certificateholders during normal business hours at the offices of the Special Servicer within 30 days of the related inspection. The Special Servicer shall forward copies of any such inspection reports to each Issuerthe Master Servicer upon request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Indenture Trustee Master Servicer and the Property Manager Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each such written report prepared by it during Certificateholder, each calendar quarter within 15 days of Rating Agency, the end of such quarterDepositor and the Underwriter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, Servicer in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor annual, quarterly and review annual monthly operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant Mortgagor, to the extent delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall make copies of all of the foregoing items so collected thereby available for review by Certificateholders during normal business hours at the offices of the Special Servicer and deliver a copy of same to the Rating Agencies. Upon request, the Special Servicer shall forward copies of any of the foregoing items so collected thereby to the Master Servicer, the Majority Subordinate Certificateholder or Borrower any holder of the Class F, Class G or Class H Certificates. If requested by the Master Servicer, the Special Servicer shall take reasonable steps to ensure that such items present the information contained therein in substantially the same manner as such information was presented when such items were collected by the Depositor. Promptly following its receipt thereof, the Special Servicer shall review all such items as may be collected in respect of each Mortgage Loan and REO Property and, in the absence of actual knowledge that any such item contains erroneous information, shall (based thereon): (i) calculate the occupancy percentage for the related Mortgaged Property or REO Property, as the case may be (such occupancy percentage shall represent a ratio of the number of rooms occupied per day (summed over a specified period of time) to the number of rooms available for occupancy per day (summed over such specified period of time) in the case of a Mortgaged Property that is a hotel, shall be calculated on a per unit basis in the case of a Mortgaged Property that is a multifamily rental property and on a net square footage basis in all other cases or on any other basis that the Special Servicer deems appropriate in accordance with the Servicing Standard and identifies to the Trustee, the Master Servicer and the Properties it operates Depositor); (ii) in accordance with Exhibit E-1, calculate the Net Operating Income for the related Mortgaged Property or REO Property, as the same are case may be; and (iii) calculate the Debt Service Coverage Ratio for the related Mortgage Loan or REO Loan, as the case may be. The Updated Mortgage Loan Schedule to be prepared each month by the Special Servicer pursuant to Section 3.12(c) shall reflect the most recent calculations made by the Special Servicer pursuant to the preceding sentence with respect to each Mortgage Loan and REO Loan and shall identify the period covered by the financial statements and/or the date of the rent roll from which such calculations were made. All information to be provided by the Special Servicer to the Master Servicer under this Section shall be provided not later than five Business Days prior to the date that the Master Servicer is required to be delivered deliver such information to the Paying Agent.
(c) Not later than 2:00 P.M. on the fourth Business Day following each Determination Date, the Special Servicer shall deliver to the Master Servicer, the Trustee and the Rating Agencies (for receipt by the Tenant Master Servicer, the Trustee and the Rating Agencies not later than such fourth Business Day following each Determination Date), by electronic transmission (or Borrower in such other form to which the applicable Issuer under its Lease Trustee, the Master Servicer, the Special Servicer and the Rating Agencies may agree), with a hard copy of such transmitted information to follow not later than the fifth Business Day following such Determination Date, an accurate and complete Updated Mortgage Loan Schedule, substantially in the form of Exhibit E-2, prepared as if the Determination Date were the Cut-off Date and setting forth, among other things, the items referred to in the definition of "Mortgage Loan Schedule", as well as the items referred to in Section 3.12(b), further identifying on such schedule each Mortgage Loan (i) that has become an REO Loan, and the date of the related REO Acquisition and (ii) that matured, prepaid in full or Mortgage Loan(whether before or after an REO Acquisition) was otherwise liquidated during the Collection Period ending on such Determination Date and, in each case, specifying the date of the related maturity, prepayment or Liquidation Event, the amount collected in connection therewith and the amount of any Realized Loss and/or Additional Trust Fund Expenses incurred in connection therewith.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense. Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of Mortgage Loans with a then current principal balance of less than $2,000,000, every five other calendar year) beginning in 2000. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided further that the Master Servicer and the Special Servicer shall not both inspect a Mortgage Loan that is not a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative and the Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File Report; and (ii) any change in a Comparative Financial Status Report. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File Report and a Comparative Financial Status Report, each with the required information as of the Indenture.end of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (D) a Watch List Report with the required information as of such Determination Date. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan Status Report. 103
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan File Report to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of Mortgage Loans, a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law. The Special Servicer shall make reasonable efforts promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower the Master Servicer, and the Properties Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it operates to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). 104 The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2007, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections from or REO Property, as the applicable Issuer pursuant case may be, to Section 2.11(bprepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) of are to be forwarded by the IndentureMaster Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(db) The Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any Specially Managed Unitsuccessor REO Trust Mortgage Loan with respect thereto, and as of the Property Manager, in end of the related Underlying Collection Period). In the case of all information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other Leases and Mortgage Loansthan the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall make reasonable efforts not be in default hereunder due to collect promptly from a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each related Tenant Distribution Date, the Master Servicer shall deliver or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required cause to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan.Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and the Master Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement and any inspection occurring after the related AB Mortgage Loan has been paid in full). Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2003. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any visible waste committed on the Special Mortgaged Property. The Master Servicer shall perform or obtain a physical inspection deliver such reports to the Trustee within 45 days of the related Property as soon as practicable thereafterinspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall prepare have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a written report loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of each the Master Servicer prior to such inspection, and provides a copy of such inspection performed by it to the Master Servicer; and provided, further that sets forth in detail the condition of Master Servicer and the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to each Issuerthis paragraph (a). With respect to site inspection information, the Indenture Trustee and the Property Manager a copy of each Master Servicer shall make such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case inquiry of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgagor under any related Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates Loan as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage LoanSpecial Servicer may reasonably request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties and the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket travel expenses incurred by it in connection therewith. Without limiting the Collateral Pool generality of the preceding sentence, prior to conducting any such inspection, the Special Servicer shall notify the Controlling Class Representative and allow the Controlling Class Representative the reasonable opportunity, at its own expense, to participate in such inspection. Beginning in 1999, the Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once every five per calendar year (5) yearsor, with at least 20% of the Properties in the Collateral Pool to be inspected case of each Mortgage Loan with a Stated Principal Balance of under $2,000,000, once every year (beginning in 2019two years), including any Properties with Unit FCCRs below 1.0xif the Special Servicer has not already done so during that period pursuant to the preceding sentence (it being understood and agreed that the Servicer will inspect each and every Mortgaged Property in 1999). The Property Manager Servicer and the Special Servicer shall each prepare a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition condition, occupancy or value of such the Mortgaged Property that itthe Servicer or the Special Servicer, as applicable, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (iiiii) any change in waste committed on the condition or value of such Mortgaged Property that itthe Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material. The Servicer and the Special Servicer shall each deliver to each Issuerthe Trustee, the Indenture Trustee Depositor and the Property Manager each other a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter within 15 60 days of completion of the end related inspection. The Trustee shall deliver to the Underwriter, the Controlling Class Representative and, upon request thereby, any Certificateholder verified as such by the Trustee, a copy (or image in suitable electronic media) of each such written report prepared by the Servicer or the Special Servicer, promptly following the Trustee's receipt of such quarterreport.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerServicer, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor quarterly and review annual operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant Mortgagor, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Servicer and the Properties it operates Special Servicer shall each deliver copies of all of the foregoing items so collected thereby to the Trustee, the Depositor and each other, in each case within 60 days of its receipt thereof. The Trustee shall deliver, upon request, copies of the foregoing items to the Underwriter and the Controlling Class Representative (and, if the Majority Controlling Class Certificateholder has theretofore delivered to the Trustee a certification substantially in the form of Exhibit L-1 hereto, the Majority Controlling Class Certificateholder (if any)), promptly following the Trustee's receipt of such items from the Servicer or the Special Servicer. Within 45 days after receipt by the Servicer (from the Special Servicer in the case of Specially Serviced Mortgage Loans and REO Properties) of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Servicer shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the written analysis of operations (the "Operating Statement Analysis") to be maintained by the Servicer with respect to such Mortgaged Property and REO Property and shall forward a copy thereof to the Trustee and the Special Servicer, together with such operating statements or rent rolls. The Trustee shall deliver to the Controlling Class Representative and, upon request thereby, any Certificateholder and any Certificate Owner who has delivered a certification in accordance with Section 5.06, a copy of such Operating Statement Analysis (or update thereof) and operating statements or rent rolls, promptly following the Trustee's receipt thereof from the Servicer. The Servicer shall maintain an Operating Statement Analysis with respect to each Mortgaged Property and REO Property. Each such Operating Statement Analysis shall be in CSSA format and set forth the information as provided for in Exhibit E-8 attached hereto. The Servicer or the Special Servicer, as the same case may be, may include any reasonable disclaimer with respect to the accuracy of any information furnished by the Mortgagor. Within 45 days after receipt by the Servicer or ten days after receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Servicer and the Special Servicer shall prepare or update (and, in the case of the Special Servicer, forward to the Servicer) an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit).
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day following the end of each calendar month, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer and the Controlling Class Representative the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of the end of such calendar month: (i) a CSSA Property File Report; and (ii) a CSSA Loan File Report. At or before 11:59 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of such Determination Date: (i) a Delinquent Loan Status Report; (ii) a Comparative Financial Status Report; (iii) an Historical Loss Estimate Report; (iv) an Historical Loan Modification Report; and (v) an REO Status Report.
(d) Not later than 2:00 p.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Trustee: (i) the most recent Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report and REO Status Report received from the Special Servicer pursuant to Section 3.12(c); (ii) the most recent CSSA Property File Report, CSSA Loan File Report and Comparative Financial Status Report (in each case combining the reports prepared by the Special Servicer and the Servicer); and (iii) a Watch List Report with information that is current as of such Determination Date.
(e) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and the Servicer shall deliver to the Trustee the reports set forth in Section 3.12(d) in an electronic format reasonably acceptable to the Special Servicer and the Servicer with respect to the reports set forth in Section 3.12(c), and the Servicer and the Trustee with respect to the reports set forth in Section 3.12(d). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c), the Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(c) of this Agreement.
(f) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be delivered disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).
(g) The Depositor shall provide to the Servicer and the Trustee the initial data (as of the Cut-Off Date or the most recent earlier date for which such data is available) contemplated by the Tenant or Borrower to CSSA Loan File Report and the applicable Issuer under its Lease or Mortgage LoanCSSA Property File Report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (DLJ Commercial Mort Corp Comm Mort Pass THR Cer Ser 1998-Cg1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in 2006, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loanseach Performing Serviced Loan, shall make each, consistent with the Servicing Standard and to the extent permitted under the Loan Documents, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the Loan Groups, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard and the terms of the Loan Documents, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies (in either physical or electronic form) of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies (in either physical or electronic form) of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Groups, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan Groups, the Master Servicer shall forward any of the foregoing financial statements received with respect to the Loan Group Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K; and provided, further, that in the event that any losses are incurred by the Depositor that are based upon or arise out of financial statements filed with the Commission with respect to the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as appropriate, any rights it may have against the related Mortgagor with respect to such Tenant financial statements or Borrower against the applicable auditors under any independent auditors' report filed together with such financial statements, to the Depositor and/or its designee, to the extent such assignment is permitted by applicable law. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to a Performing Serviced Loan and the Properties it operates Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the same case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 11.08, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Group Directing Holder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the applicable Lead Master Servicer pursuant to the applicable Lead PSA. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain cause to be performed a physical inspection of the related a Mortgaged Property as soon as practicable thereafter. The Special Servicer shall prepare after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Trust Mortgage Loan (i) any sale or transfer becomes a Specially Serviced Trust Mortgage Loan; provided that such expense shall be reimbursable first out of such Property, or (ii) any change Penalty Interest and late payment charges received with respect to the related Trust Mortgage Loan in the condition or value of Collection Period during which such Property that itinspection related expenses were incurred, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver then as an Additional Trust Fund Expense (except to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicerextent, in the case of any Specially Managed Unita B-Note Non-Trust Mortgage Loan, that such expense is allocable to, and can be paid out of collections on, such B-Note Non-Trust Mortgage Loan, in which case it shall be reimbursable from amounts otherwise payable to the Property Managerrelated B-Noteholder that are on deposit in the related A/B Custodial Account). Each of the applicable Master Servicer for each Trust Mortgage Loan other than a Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan and the Special Servicer for each Specially Serviced Trust Mortgage Loan and REO Trust Mortgage Loan shall (and in the case of a Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of all each Mortgaged Property securing a Trust Mortgage Loan (other Leases and than a Specially Serviced Trust Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant Loan) with a then-current principal balance (or Borrower and review annual and quarterly financial statements allocated loan amount) of less than $2,000,000 at the time of such Tenant or Borrower and inspection, every other calendar year) beginning in 2007; provided, however, the Properties it operates as the same are applicable Master Servicer shall not be required to be delivered inspect any Mortgaged Property that has been inspected by the Tenant or Borrower to Special Servicer during the applicable Issuer under its Lease or Mortgage Loan.immediately preceding six (6)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C5)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Companion Loan Noteholder, if any, and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan, and the Master Servicer, in the case of each Performing Serviced Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall prepare a written report shall, promptly following receipt, deliver copies of each such inspection performed the operating statements and rent rolls received or obtained by it that sets forth in detail to the condition Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer, any Controlling Class Certificateholder or any related Property and that specifies the existence of (i) any sale or transfer of such PropertyCompanion Loan Noteholder, or (ii) any change in the condition or value of such Property that itif any, in its good faith and reasonable judgment, considers materialeach case upon request. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to each Issuerthe foregoing sentence and this sentence to the Trustee, the Indenture Trustee Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Pairs, to the related Companion Loan Noteholders, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or Administered REO Property, the Master Servicer with respect to a Performing Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property Manager or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a copy of Performing Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and Administered REO Property. The CMSA Operating Statement Analysis Report for each such written report prepared Mortgaged Property and REO Property is to be updated by it during each calendar quarter the Master Servicer or Special Servicer, as applicable, within 15 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the end of such quarter.
(c) case may be. The Property Manager Master Servicer or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany such Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property inspections from or REO Property, as the applicable Issuer case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 2.11(b8.15(c), and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer, any Controlling Class Certificateholder or any related Companion Loan Noteholder, if any, in each case upon request.
(b) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any Administered REO Properties, providing the required information as of the Indentureend of the preceding calendar month: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (v) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder or any related Companion Loan Noteholder (but only as to the related Loan Pair), if any: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Loans. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder or the related Companion Loan Noteholder, if any (but only as to the related Loan Pair), the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so long as the Master Servicer and the Special Servicer are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Property Manager, Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement.
(e) The preparation and maintenance by the Master Servicer and the Special Servicer of all other Leases and Mortgage Loansthe reports specified in this Section 3.12, including the calculations made therein, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Fund Corp Comm Mort Tr 2003-C1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Master Servicer with respect to each non-Specially Serviced Mortgage Loan, all Properties in and the Collateral Pool at least Special Servicer with respect to each Specially Serviced Mortgage Loan will inspect or cause the inspection of each Mortgaged Property once every five three calendar years if the related Tenant has a published rating of not less than Baa3/BBB- (Xxxxx'x and Standard & Poor's, respectively), every two (2) years if the related Tenant (or Guarantor) has a published rating between Ba1/BB+ and Ba3-/BB-, and annually if the related Tenant has a published rating of less than Ba3/BB-. The Master Servicer will inspect or cause to be inspected annually each Mortgaged Property for which no published rating is publicly available for the related Tenant and such Mortgaged Property Loan represents 5) years, with at least 20% or more of the Properties in aggregate Cut-Off Principal Balance of the Collateral Pool Mortgage Loans, and will inspect or cause to be inspected every second year each other Mortgaged Property for which the related Tenant has no published, publicly available rating. In the event the published rating for any Tenant or Guarantor is downgraded by either of Standard & Poor's, Xxxxx'x or DCR by one or more rating increment (beginning i.e., Aa/AA to A/A, or Baa3/BBB- to Ba3/BB-) and no inspection has been performed due to a ratings downgrade in 2019)the preceding 12 months for the related Mortgaged Property, including any then in each such instance, the Master Servicer shall cause all Mortgaged Properties with Unit FCCRs below 1.0xleased to such Tenant to be inspected as soon as reasonably practical. The Property Manager Master Servicer or Special Servicer as the case may be shall prepare or cause to be prepared a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer or Special Servicer as the case may be shall make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Special Servicer. The Special Servicer shall forward copies of any such inspection reports to the Trustee.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 P.M. New York City time on the second Business Day following each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection of cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans (and, if applicable, the related Property REO Properties) providing the required information as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Determination Date: (i) any sale or transfer of such Property, or a Delinquent Loan Status Report; (ii) any change in the condition or value of such Property that it, in its good faith an Historical Loss Estimate Report; (iii) an Historical Loan Modification Report; (iv) an REO Status Report; and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager (v) a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterLoan Payoff Notification Report.
(c) The Property Manager Not later than 12:00 Noon on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required cause to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Trustee the following reports with respect to the Specially Serviced Mortgage Loan.Loans (and, if applicable, the related REO Properties) providing the required information as of such Determination Date: (i) the Delinquent Loan Status Report; (ii) the Historical Loss Estimate Report; (iii) the Historical Loan Modification Report; (iv) the REO Status Report; and (v) a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2007, the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in April 2006, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager Master Servicer shall deliver to the Trustee, no later than 1:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in April 2006, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicer's responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from but the applicable Issuer pursuant to Section 2.11(b) failure of the Indenture.
(d) The Special ServicerServicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, in absent such information. Notwithstanding the case of any Specially Managed Unitforegoing, because the Master Servicer will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the Property Managerinitial Distribution Date, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and parties agree that the Properties it operates as the same are CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicer in April 2006 will be based solely upon information generated from actual collections received by the Master Servicer and from information the Depositor delivers or Borrower causes to be delivered to the applicable Issuer under its Lease Master Servicer (including but not limited to information prepared by third-party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in April 2006, the Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage LoanLoans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report; and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MLCFC Commercial Mortgage Trust Series 2006-1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafterthereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter so long as such Lease or Mortgage Loan remains a Specially Serviced Asset. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale sale, abandonment or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee and Trustee, the Property Manager and the Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarter.
inspection. The Special Servicer (ci) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are Obligor required to be delivered provided under the applicable Mortgage Loan or Lease.
(c) Not later than December 15 of each year, commencing December 15, 2014, the Property Manager shall deliver to the Issuers, the Indenture Trustee and the Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its later of (1) the most recent Series Closing Date and (2) the most recent Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Series Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit Realty Capital, Inc.)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicers, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2008, the applicable Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and each Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of a Serviced Loan Combination, the related Non-Trust Loan Holder(s)), and the Trustee shall obtain from the applicable Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the applicable Master Servicer prior to such inspection, and provides a copy of such inspection to such Master Servicer; and provided, further, that such Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and Administered REO Properties as may be necessary for such Master Servicer to prepare each report and any supplemental information to be provided by such Master Servicer to the Certificate Administrator. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in December 2007, the Special Servicer shall perform prepare and deliver or obtain cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable such Master Servicer to produce, the CMSA files and reports required to be delivered by such Master Servicer to the Certificate Administrator as set forth below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) Each Master Servicer shall deliver to the Certificate Administrator, no later than 2:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in December 2007, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicers shall be accompanied by a physical inspection CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicers and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicers shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicers' responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and Administered REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), but the failure of the Special Servicer to provide information required by it shall not relieve either Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, because the Master Servicers will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the Master Servicers in December 2007 will be based solely upon information generated from actual collections received by the Master Servicers and from information Mortgage Loan Sellers deliver or cause to be delivered to the Master Servicers (including but not limited to information prepared by third-party servicers of the subject Serviced Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in March 2008, each Master Servicer shall deliver or cause to be delivered to the Certificate Administrator the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties, providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Determination Date): (i) any sale or transfer of such Property, or a CMSA Comparative Financial Status Report; (ii) any change a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Loss Template; (v) a CMSA Appraisal Reduction Template; (vi) a CMSA Servicer Realized Loss Template, (vii) a CMSA Total Loan Report, (viii) a CMSA REO Status Report; (ix) a CMSA Servicer Watch List; (x) a CMSA Property File; (xi) a CMSA Loan Setup File; (xii) a CMSA Financial File; and (xiii) a CMSA Loan Level Reserve/LOC Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Certificate Administrator and the Master Servicers. Each Master Servicer shall make available promptly upon request of the other Master Servicer a report setting forth each Advance then outstanding by such Master Servicer. The applicable Master Servicer shall incorporate in the condition or value foregoing reports any information and reports received by it (by the date in the month of such Property Distribution Date that itsuch information and reports are scheduled to be received in accordance with the Outside Servicing Agreement, in its good faith and reasonable judgment, considers material. if such date is at least one (1) Business Day prior to the date when such Master Servicer's report is due under the provisions set forth above) from the applicable Outside Servicer with respect to an Outside Serviced Trust Mortgage Loan.
(d) The Special Servicer shall deliver to each Issuerthe Master Servicers the reports set forth in Section 3.12(b) and this Section 3.12(d), the Indenture Trustee and the Property Manager a copy Master Servicers shall deliver to the Certificate Administrator the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Special Servicer, each Master Servicer and the Certificate Administrator. Each Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, with respect to an Outside Serviced Trust Mortgage Loan, by the applicable Outside Servicer pursuant to the related Outside Servicing Agreement. The Certificate Administrator may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update Files to be provided by the Master Servicers pursuant to Section 3.12(c). In the case of each information or reports to be furnished by the Master Servicers to the Certificate Administrator pursuant to this Section 3.12, to the extent that such written report information or reports are based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) or by the applicable Outside Servicer pursuant to the related Outside Servicing Agreement, neither Master Servicer shall have an obligation to provide such information to the Certificate Administrator until it during each calendar quarter within 15 days of has received such information from the end of such quarter.
(c) The Property Manager Special Servicer or Special the applicable Outside Servicer, as applicable, and neither Master Servicer shall receive reimbursement for reasonable out-of-pocket expenses related be in default hereunder due to a delay in providing information required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any Property inspections from information or report required under Section 3.12(b) and this Section 3.12(d) of this Agreement or the applicable Issuer Outside Servicer's failure to provide any information or report required to be provided to the holder of an Outside Serviced Trust Mortgage Loan pursuant to related Outside Servicing Agreement, but neither Master Servicer shall be relieved of its obligation to timely provide such reports absent the information not provided by the Special Servicer as required by this Section 2.11(b) of 3.12 or by the Indenture.
(d) The applicable Outside Servicer. Commencing with respect to the fiscal quarter ended March 31, 2008, the Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property Managerapplicable Master Servicer, in the case of all other Leases and each non-Specially Serviced Mortgage LoansLoan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Mortgagor, whether or Borrower and the Properties it operates as the same are not delivery of such items is required to be delivered by the Tenant or Borrower pursuant to the applicable Issuer under its Lease or terms of the related Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan (and, all Properties in cases where the Collateral Pool related Serviced Mortgage Loan has become a Specially Serviced Mortgage Loan, the Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an Administered REO Property); PROVIDED that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances and otherwise as contemplated by SECTION 3.05(A). Beginning in ____, the Master Servicer, at its own expense, shall perform or cause to be performed an inspection of each Mortgaged Property (other than the [Separately Serviced Mortgage Loan] Mortgaged Property) at least once every five calendar year, in any event if the Special Servicer has not already done so during that period pursuant to the preceding sentence. The Master Servicer and the Special Servicer shall each prepare (5) yearsand, with at least 20% promptly following preparation, if there has been a material adverse change in the condition of the Properties in subject Mortgaged Property or REO Property, as applicable, deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Controlling Class Representative) a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition condition, occupancy or value of such the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and that itit considers, in its good faith accordance with the Servicing Standard, material, or (iii) any waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as the case may be, is aware and reasonable judgmentthat it considers, considers in accordance with the Servicing Standard, material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, . The Master Servicer and the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe other such party, to the Indenture Controlling Class Representative and, upon request, to the Trustee and the Property Manager a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager Master Servicer or the Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from in each case within 30 days following the applicable Issuer pursuant to Section 2.11(b) later of completion of the Indenturerelated inspection if the inspection is performed by the Master Servicer or Special Servicer, as appropriate, or receipt of the related inspection report if the inspection is performed by a third party.
(db) The Commencing with respect to the calendar quarter ended __________, ____, the Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and each Performing Serviced Mortgage LoansLoan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Borrower, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage Loan Documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each Administered REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver a copy or images in suitable electronic media of all of the Properties foregoing items so collected or obtained by it operates as to the same are Master Servicer within 30 days of its receipt thereof. The Master Servicer shall deliver at least quarterly all items required to be delivered to it by the Tenant or Borrower Special Servicer pursuant to the applicable Issuer under its Lease second preceding sentence to the Controlling Class Representative and, upon request, the Trustee. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Within 60 days after receipt by the Master Servicer from the related Borrower or otherwise, as to a Performing Serviced Mortgage Loan, and within 30 days after receipt by the Master Servicer from the Special Servicer, the [Separately Serviced Mortgage Loan] Master Servicer, the [Separately Serviced Mortgage Loan] Special Servicer or otherwise, as to the [Separately Serviced Mortgage Loan], a Specially Serviced Mortgage Loan or an REO Property, of any quarterly and annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Master Servicer shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the CMSA Operating Statement Analysis Report for the subject Mortgaged Property or REO Property. The Master Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (promptly following initial preparation and each update thereof), together with, if so requested, the underlying operating statements, rent rolls and copies of any leases entered into by each Borrower during such quarter and received by the Master Servicer, to the Controlling Class Representative, the Special Servicer and, upon request, the Trustee. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to any Certificateholder or, if the Trustee has in accordance with SECTION 5.06(B) confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of the CMSA Operating Statement Analysis (or update thereof) for any Mortgaged Property or REO Property and, if requested, the related operating statement or rent rolls; provided that the Trustee may direct the Master Servicer to deliver such items directly to the requesting Certificateholder or Certificate Owner, as the case may be. Within 60 days (or, in the case of items received from the Special Servicer, the [Separately Serviced Mortgage Loan] Master Servicer, the [Separately Serviced Mortgage Loan] Special Servicer or otherwise with respect to the [Separately Serviced Mortgage Loan], Specially Serviced Mortgage Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer shall prepare or update and forward to the Special Servicer, the Controlling Class Representative and, upon request, the Trustee a CMSA NOI Adjustment Worksheet using the same format as the CMSA Operating Statement Analysis Report for such Mortgaged Property or REO Property, together with the related quarterly or annual operating statements.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and, upon request, the Controlling Class Representative the following reports (or data files relating to reports of the Master Servicer) with respect to any Specially Serviced Mortgage Loans and Administered REO Properties that are then part of the Trust Fund, providing the required information as of such Determination Date: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic Update File (which, in each case, if applicable, will identify each subject Mortgage Loan by loan number and property name). At or before 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the following reports or the related data fields reflected in the reports reasonably requested with respect to those Specially Serviced Mortgage Loans and Administered REO Properties that are then part of the Trust Fund, providing the information required of the Special
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans other than the [__________] Serviced Mortgage Loan) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in [___]; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within [__] days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the [__________] Master Servicer to the extent required to be provided pursuant to the [__________] Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of the Mortgage Loans other than the [__________] Serviced Mortgage Loan, a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties it operates as related Mortgage Loan documents, and (ii) with respect to the same are [__________] Serviced Mortgage Loan, a letter sent to the [__________] Master Servicer to provide such information to the extent required to be delivered pursuant to the [__________] Intercreditor Agreement. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within [__] days following the Master Servicer's receipt) upon request. Within [__] days after receipt by the Tenant Master Servicer or Borrower the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the applicable Issuer under its Lease Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable; provided, however, that with respect to the [__________] Loan, the Master Servicer shall forward to each recipient of a CMSA Operating Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis received from the [__________] Master Servicer related to the [__________] Loan. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within [__] days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request.
(e) With respect to the [__________] Loan, the Master Servicer and the Special Servicer, as applicable, will provide the related Companion Holders with copies of any and all documents, certificates, instruments, notices, reports, operating statements, rent rolls, correspondences and other information required to be delivered pursuant to the terms of the [__________] Intercreditor Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense perform or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% performed a physical inspection of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The a Mortgaged Property Manager shall prepare as soon as practicable after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Mortgage Loan and, the Special Servicer in any event, shall at its expense perform or obtain a physical cause to be performed an inspection of all the related Property as soon as practicable thereafterMortgaged Properties at least once per calendar year. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Special Servicer shall deliver make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Special Servicer at all times after a date no later than 30 days of the related inspection. The Special Servicer shall forward copies of any such inspection reports to each Issuerthe Master Servicer and Xxxxxx Brothers Inc. upon request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Indenture Trustee Master Servicer and the Property Manager Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each such written report prepared by it during Certificateholder, each calendar quarter within 15 days Rating Agency, the Depositor and Xxxxxx Brothers Inc.
(b) Not later than 2:00 P.M. on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties) providing the required information as of the end of the preceding calendar month: (i) a CSSA Property File Report; (ii) a Comparative Financial Status Report; (iii) a NOI Adjustment Worksheet and (iv) an Operating Statement Analysis. Not later than 2:00 P.M. on the second Business Day following each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties) providing the required information as of such quarterDetermination Date: (i) a Delinquent Loan Status Report; (ii) an Historical Loss Estimate Report; (iii) an Historical Loan Modification Report; (iv) an REO Status Report; (v) a Watch List Report; and (vi) a Loan Payoff Notification Report.
(c) The Property Manager Not later than 2:00 P.M. on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (A) the following reports with respect to the Mortgage Loans (and, as if applicable, shall receive reimbursement for reasonable out-of-pocket expenses the related to any REO Properties) providing the required information as of the end of the preceding calendar month: (i) the CSSA Property inspections File Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (ii) the Comparative Financial Status Report received from the Special Servicer pursuant to Section 3.12(b); (iii) the NOI Adjustment Worksheet received from the Special Servicer pursuant to Section 3.12(b) and (iv) the Operating Statement Analysis received from the Special Servicer pursuant to Section 3.12(b) and (B) the following reports with respect thereto providing the required information as of such Determination Date: (i) the Indenture.
Delinquent Loan Status Report received from the Special Servicer pursuant to Section 3.12(b); (dii) The the Historical Loss Estimate Report received from the Special Servicer pursuant to Section 3.12(b); (iii) the Historical Loan Modification Report received from the Special Servicer pursuant to Section 3.12(b); (iv) the REO Status Report received from the Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2006, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan, and the Master Servicer, in the case of each Performing Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer (with respect to a Mortgaged Property that relates to a Performing Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that relates to a Specially Serviced Mortgage Loan or with respect to an REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that relates to a Performing Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that relates to a Specially Serviced Mortgage Loan or with respect to an REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the Indenturerelated Determination Date with respect to each subject Trust Mortgage Loan. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis. If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in the first paragraph of this Section 3.12(c). In addition, during any fiscal year of the Trust until the Trustee provides written notice that it has filed a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.15(c), each of the Master Servicer (solely with respect to Performing Mortgage Loans) and the Special Servicer (solely with respect to Specially Serviced Mortgage Loans and REO Properties and any material impairment to any such Mortgage Loan or REO Property), shall monitor for the occurrence of any events specified under Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer, as applicable, has actual knowledge of, or should (in performing its obligations in accordance with the Servicing Standard) have actual knowledge of, any such event) shall promptly, but not later than one Business Day after obtaining knowledge of such event, so notify the Trustee and the Depositor, set forth such information in a Supplemental Report, and deliver such report to the Trustee upon preparation thereof.
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant information or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b), and/or if such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.12(b), then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer. The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement.
(e) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer thereto.
(f) If a Servicing Transfer Event occurs with respect to the 101 Avenue of the Americas Loan Combination, then (within the time period contemplated by Section 4(f) of the related Co-Lender Agreement) the Special Servicer shall prepare and deliver to the related Non-Trust Mortgage Loan Noteholder an "Asset Status Report" that complies with Section 4(f) of the related Co-Lender Agreement; provided that the actions described therein shall be subject to the rights of the related Loan Combination Controlling Party hereunder and under its Lease or Mortgage Loanthe related Co-Lender Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense perform or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% performed a physical inspection of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The a Mortgaged Property Manager shall prepare as soon as practicable after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Mortgage Loan and, in any event, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or in the case of Mortgage Loans with an initial principal balance of less than $3,000,000, every other calendar year), if the Special Servicer shall perform or obtain a physical inspection of has not already done so in that calendar year pursuant to the related Property as soon as practicable thereafterpreceding sentence. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Special Servicer shall deliver make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Special Servicer at all times after a date no later than 30 days of the related inspection. The Special Servicer shall forward copies of any such inspection reports to the applicable Sub Servicer, the Master Servicer and the Trustee upon request. The Special Servicer will, promptly (but in no event later than 60 days) after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to each IssuerRating Agency, the Indenture Trustee Master Servicer and the Property Manager Trustee which will include an explanation as to the reasons such Mortgage Loan became a copy of Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan.
(b) Not later than 2:00 P.M. on the second Business Day prior to each such written report prepared by it during each calendar quarter within 15 days Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties) providing the required information as of the end of the preceding calendar month: (i) a CSSA Property File Report; (ii) a Comparative Financial Status Report; (iii) a NOI Adjustment Worksheet and (iv) an Operating Statement Analysis. Not later than 2:00 P.M. on the second Business Day following each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties) providing the required information as of such quarterDetermination Date: (i) a Historical Loss Estimate Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report; and (iv) a Watch List Report.
(c) The Property Manager Not later than 12:00 Noon on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (A) the following reports with respect to the Mortgage Loans (and, as if applicable, shall receive reimbursement for reasonable out-of-pocket expenses the related to any REO Properties) providing the required information as of the end of the preceding calendar month: (i) the CSSA Property inspections File Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (ii) the Comparative Financial Status Report received from the Special Servicer pursuant to Section 3.12(b); (iii) the NOI Adjustment Worksheet received from the Special Servicer pursuant to Section 3.12(b) and (iv) the Operating Statement Analysis received from the Special Servicer pursuant to Section 3.12(b) and (B) the following reports with respect thereto providing the required information as of such Determination Date: (i) the IndentureDelinquent Loan Status Report; (ii) the Historical Loss Estimate Report received from the Special Servicer pursuant to Section 3.12(b); (iii) the Historical Loan Modification Report received from the Special Servicer pursuant to Section 3.12(b); (iv) the REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (v) a Watch List Report; and (vi) a Loan Payoff Notification Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement. The Special Servicer shall, consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to each of the Mortgage Loans and REO Properties, which efforts shall include in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law. With respect to each Mortgaged Property and REO Property the Special Servicer will prepare and deliver an Operating Statement Analysis as set forth in Section 3.12(b) for the related Mortgaged Property or REO Property for or as of the end the prior calendar month together with copies of the operating statements and rent rolls for the related Mortgaged Property or REO Property. Within ten days after receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Special Servicer shall make reasonable efforts to collect promptly from prepare or update an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer shall maintain one Operating Statement Analysis report for each related Tenant or Borrower Mortgaged Property and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required REO Property. The Operating Statement Analysis report for each Mortgaged Property is to be delivered updated by the Tenant or Borrower Special Servicer and such updated report shall be delivered in electronic format to the applicable Issuer under its Lease or Mortgage LoanTrustee within thirty days after receipt by the Special Servicer of updated operating statements for such Mortgaged Property. The Special Servicer will use the "Normalized" column from the NOI Adjustment Worksheet to update the Operating Statement Analysis report and will use any operating statements received with respect to any Mortgaged Property to update the Operating Statement Analysis report for such Mortgaged Property, such updates to be completed in electronic format and delivered to the Trustee within thirty days after receipt of the necessary information.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause obtain a physical inspection with respect to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The each Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertywhose Weighted Average FCCR is below 1.5x, on an annual basis, or (ii) any change in with respect to which the condition Property Manager has received notice from the Tenant or value has actual knowledge that the Tenant is a non-renewal or termination risk, within a reasonable amount of time from receipt of such Property that it, in its good faith and reasonable judgment, considers material.
(b) notice or knowledge. If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property within six (6) months after such Property becomes a Specially Managed Unit.
(b) Following the completion of a physical inspection pursuant to Section 3.10(a), if applicable, the Property Manager or the Special Servicer, as soon as practicable thereafter. The Special Servicer applicable, shall prepare a written report of each such inspection performed by it that sets it. Such written report prepared by the Property Manager or the Special Servicer or written report obtain by the Property Manager or the Special Servicer, as applicable, shall set forth in detail the condition of the related Property and that specifies the condition of the related Property and the existence of (i) any sale sale, transfer or transfer abandonment of such Property, or (ii) any material change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialProperty. The Special Servicer shall deliver to each Issuer, the Back-Up Manager, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarterinspection.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Essential Properties Realty Trust, Inc.)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable as an Additional Trust Fund Expense. Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan shall at its expense and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan at the expense of the Trust Fund, shall perform or cause to be performed an inspection of all the Mortgaged Properties at least once every five per calendar year (5or, in the case of Mortgage Loans (other than Specially Serviced Mortgage Loans) years, with at least 20a then current principal balance of less than (i) $2,000,000 and (ii) 2% of the Properties then current principal balance of all Mortgage Loans, every other calendar year) beginning in 2000; provided that if, with respect to any Credit Lease Loan, (i) the applicable Tenant or obligor under the Guaranty has a Standard & Poor's rating of less than BB-, the Special Servicer shall inspect the related Mortgaged Property annually and (ii) Standard & Poor's or DCR has downgraded such Tenant or obligor by one or more rating increments (i.e., AA to A, or BBB- to BB-) or withdrawn its rating of the long-term senior unsecured debt or similar obligations of the applicable Tenant or obligor under the Guaranty, the Special Servicer shall promptly inspect the related Mortgaged Property and annually thereafter until the above-described ratings are again at least "BB-" (or the equivalent) by Standard & Poor's or DCR, as the case may be. The Special Servicer and the Master Servicer shall each prepare (and, in the Collateral Pool case of the Special Servicer, shall deliver to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare the Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided further that the Master Servicer and the Special Servicer shall not both inspect a Mortgage Loan that is not a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative and the Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File Report; and (ii) any change in a Comparative Financial Status Report. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report; and (iv) a Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File Report and a Comparative Financial Status Report, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Delinquent Loan Status Report, with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (D) a Watch List Report with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan File Report to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include 103 in the case of Mortgage Loans, a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law. The Special Servicer shall make reasonable efforts promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower the Master Servicer, and the Properties Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it operates to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event more frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Rating Agencies, the Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case (other than the Rating Agencies) upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Serviced REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two (52) years, with calendar years in the case of Mortgaged Properties securing Mortgage Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all each Performing Serviced Loan, shall each, consistent with the Servicing Standard and to the extent permitted under the Mortgage Loan Documents, use reasonable efforts to obtain quarterly, annual and other Leases periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder; provided that, with respect to the Loan Combinations, the Master Servicer shall forward any of the foregoing financial statements received with respect to the Loan Combination Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K. Within thirty (30) days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to Serviced Loans and the Special Servicer with respect to REO Loans shall prepare or update a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit) and the Master Servicer shall provide any such CMSA NOI Adjustment Worksheet to the Trustee. With respect to Specially Serviced Mortgage Loans that are not REO Loans, the Special Servicer shall prepare and forward copies of financial information to the Master Servicer so that the Master Servicer can prepare and send such information to the Trustee as required pursuant to the preceding sentence. The Master Servicer with respect to Serviced Loans and the Special Servicer with respect to REO Properties shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within thirty (30) days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee by the Master Servicer until such time as a Form 15 is filed with respect to the Trust pursuant to Section 11.06, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. With respect to REO Loans, the Special Servicer shall forward any such CMSA Operating Statement Analysis Reports with respect to REO Loans to the Master Servicer so that the Master Servicer can send such information to the Trustee as required pursuant to the preceding sentence. With respect to Specially Serviced Mortgage Loans, any such CMSA Operating Statement Analysis Report will include the following statement: "This loan was transferred to the Special Servicer on [Date]. Any questions related to the operating results reported on this statement should be directed to the Special Servicer while the loan is a Specially Serviced Mortgage Loan."
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day after each Determination Date (each a "Special Servicer Reporting Date"), the Special Servicer shall make reasonable efforts deliver or cause to collect promptly from be delivered to the Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each related Tenant Distribution Date, the Master Servicer shall deliver or Borrower and review annual and quarterly financial statements of such Tenant or Borrower cause to be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Mortgage Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Mortgage Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Mortgage Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties it operates as (in addition to the same are information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans other than the 2005-C17 Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2005; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist Report with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the 2005-C17 Master Servicer to the extent required to be provided pursuant to the 2005-C17 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of Mortgage Loans other than the 2005-C17 Serviced Mortgage Loans, a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties it operates as related Mortgage Loan documents, and (ii) with respect to the same are 2005-C17 Serviced Mortgage Loans, a letter sent to the 2005-C17 Master Servicer to provide such information to the extent required to be delivered pursuant to the related Intercreditor Agreement. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Tenant Master Servicer or Borrower the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable (other than, in each case, the Mortgaged Property or REO Property related to the applicable Issuer under 2005-C17 Serviced Mortgage Loans), each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan (other than the 2005-C17 Serviced Mortgage Loans), shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable; provided, however, that with respect to the One & Two International Place Loan and the 450 West 33rd Street Loan, the Master Servicer shall forward to each xxxxxxxxx xx x XXXX Operating Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis received from the 2005-C17 Master Servicer related to the One & Two International Place Loan and the 450 West 33rd Street Loan. The CMSA Operating Statement Analysis for xxxx Xxxxxxxxx Xxxxxrty and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its Lease respective receipt of updated operating statements for such Mortgaged Property or Mortgage LoanREO Property, as the case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in Mortgage Loan, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Mortgage Loan and each REO Loan that was previously a Mortgage Loan, and the Property ManagerMaster Servicer, in the case of each Performing Mortgage Loan, shall each, consistent with the Servicing Standard and to the extent permitted under the Mortgage Loan Documents, use reasonable efforts to obtain quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. The Special Servicer shall, promptly following receipt, deliver copies (in either physical or electronic form) of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies (in either physical or electronic form) of all other Leases such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer and any Controlling Class Certificateholders, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to a Performing Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 11.06, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Mortgage Loans, any Corrected Mortgage Loans: (i) a CMSA Delinquent Loan Status Report; (ii) a Mortgage Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Mortgage Loan Level Reserve/LOC Report.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall make reasonable efforts deliver or cause to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Mortgage Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Mortgage Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Mortgage Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties it operates as (in addition to the same are information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans other than the 2006-C23 Serviced Mortgage Loan) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.00x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2006; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within forty-five (45) days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the 2006-C23 Master Servicer to the extent required to be provided pursuant to the 2006-C23 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage LoansLoans (other than the 2006-C23 Serviced Mortgage Loan), shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of the Mortgage Loans (other than the 2006-C23 Serviced Mortgage Loan), a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties it operates as related Mortgage Loan documents, and (ii) with respect to the same are 2006-C23 Serviced Mortgage Loan, a letter sent to the 2006-C23 Master Servicer to provide such information to the extent required to be delivered pursuant to the Prime Outlets Pool Intercreditor Agreement. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within thirty (30) days following the Master Servicer's receipt) upon request. Within thirty (30) days after receipt by the Tenant Master Servicer or Borrower the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable (other than, in each case, the Mortgaged Property or REO Property related to the applicable Issuer under its Lease or 2006-C23 Serviced Mortgage Loan), each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan (other than the 2006-C23 Serviced Mortgage Loan), shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable; provided, however, that with respect to the 2006-C23 Serviced Mortgage Loan, the Master Servicer shall forward to each recipient of a CMSA Operating Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis received from the 2006-C23 Master Servicer related to the 2006-C23 Serviced Mortgage Loan. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafterthereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter so long as such Lease or Mortgage Loan remains a Specially Serviced Asset. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale sale, abandonment or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee and Trustee, the Property Manager and the Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarter.
inspection. The Special Servicer (ci) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are Obligor required to be delivered provided under the applicable Mortgage Loan or Lease.
(c) Not later than December 15 of each year, commencing December 15, 2014, the Property Manager shall deliver to the Issuers, the Indenture Trustee and the Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the applicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, master lease level or corporate level, as applicable) and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its later of (1) the most recent Series Closing Date and (2) the most recent Transfer Date, and further identifying on such schedule each Lease or Mortgage Loan.Loan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since the most recent delivery
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit Realty, L.P.)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Special Servicer Loan File, (B) a Loan Payoff Notification Report; (C) a CMSA Servicer Appraisal Reduction Template, and (D) a CMSA Servicer Realized Loss Template.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Special Servicer Loan File, CMSA Appraisal Reduction Template and CMSA Servicer Realized Loss Template received from the Special Servicer pursuant to Section 3.12(b); (ii) a CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status Report, CMSA Comparative Financial Status Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case, if applicable, combining the reports prepared by the Special Servicer and the Master Servicer) with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder, the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C6)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain cause to be performed a physical inspection of the related a Mortgaged Property as soon as practicable thereafter. The Special Servicer shall prepare after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Trust Mortgage Loan (i) any sale or transfer becomes a Specially Serviced Trust Mortgage Loan; provided that such expense shall be reimbursable first out of such Property, or (ii) any change Penalty Interest and late payment charges received with respect to the related Trust Mortgage Loan in the condition or value of Collection Period during which such Property that itinspection related expenses were incurred, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver then as an Additional Trust Fund Expense (except to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicerextent, in the case of any Specially Managed Unita Serviced Non-Trust Mortgage Loan, that such expense is allocable to, and can be paid out of collections on, such Serviced Non-Trust Mortgage Loan, in which case it shall be reimbursable from amounts otherwise payable to the Property Managerrelated Serviced Non-Trust Mortgage Loan Noteholder that are on deposit in the related SLC Custodial Account). Each applicable Master Servicer for each Trust Mortgage Loan other than a Specially Serviced Trust Mortgage Loan or REO Trust Mortgage Loan and the Special Servicer for each Specially Serviced Trust Mortgage Loan and REO Trust Mortgage Loan shall (and in the case of a Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of all each Mortgaged Property securing a Trust Mortgage Loan (other Leases and than a Specially Serviced Trust Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant Loan) with a then-current principal balance (or Borrower and review annual and quarterly financial statements allocated loan amount) of less than $2,000,000 at the time of such Tenant or Borrower and inspection, every other calendar year) beginning in 2008; provided, however, the Properties it operates as the same are applicable Master Servicer shall not be required to be delivered inspect any Mortgaged Property that has been inspected by the Tenant or Borrower to Special Servicer during the applicable Issuer under its Lease or Mortgage Loan.immediately preceding six (6)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CD 2007-Cd4 Commercial Mortgage Trust)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in 2007, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loanseach Performing Serviced Loan, shall make each, consistent with the Servicing Standard and to the extent permitted under the Loan documents, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the Loan Groups, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard and the terms of the Loan documents, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies (in either physical or electronic form) of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies (in either physical or electronic form) of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Groups, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan Groups, the Master Servicer shall forward any of the foregoing financial statements received with respect to the Loan Group Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K; and provided, further, that in the event that any losses are incurred by the Depositor that are based upon or arise out of financial statements filed with the Commission with respect to the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as appropriate, any rights it may have against the related Mortgagor with respect to such Tenant financial statements or Borrower against the applicable auditors under any independent auditors' report filed together with such financial statements, to the Depositor and/or its designee, to the extent such assignment is permitted by applicable law. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to a Performing Serviced Loan and the Properties it operates Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the same case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 11.08, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA REO Status Report; and (v) a CMSA Loan Level Reserve/LOC Report.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Group Directing Holder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the applicable Lead Master Servicer pursuant to the applicable Lead PSA. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall at its expense perform a physical inspection of a Mortgaged Property Manager as soon as possible after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Master Servicer shall inspect, or cause at its expense perform an inspection of each Mortgaged Property (other than with respect to be inspected, all Properties in the Collateral Pool any Mortgaged Property related to a Specially Serviced Mortgage Loan) at least once every five per calendar year (5) yearsif the Special Servicer has not already done so in that calendar year pursuant to the immediately preceding sentence), with at least 20% unless each of the Properties Rating Agencies has confirmed in writing that a less frequent period between inspections shall not result, in and of itself, in a downgrading, withdrawal or qualification of the Collateral Pool rating then assigned by such Rating Agency to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0xClass of the Certificates. The Property Manager Master Servicer shall be entitled to utilize a third-party property inspector with expertise in commercial real estate matters; provided that all fees and expenses of such inspector shall be borne by the Master Servicer. The Master Servicer and the Special Servicer shall each prepare a written report of each such inspection performed by it (or on its behalf, in the case of the Master Servicer) that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale vacancy in the Mortgaged Property that it, in its reasonable judgment, considers material, (ii) any sale, transfer or transfer abandonment of such the Mortgaged Property, or (iiiii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
, or (biv) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe other, to the Rating Agencies, to the Trustee and, upon request, to the Depositor, the Indenture Trustee Majority Subordinate Certificateholder and the Property Manager Operating Adviser, a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterit.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor quarterly and review annual operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant Mortgagor, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be prepared with respect to each REO Property. The Special Servicer, in the case of any Specially Serviced Mortgage Loans and REO Properties, and the Master Servicer, in the case of all other Mortgage Loans, shall promptly: (i) review all such items as may be collected or prepared; (ii) prepare written reports based on such reviews identifying the Debt Service Coverage Ratios for the related Mortgage Loans (if still outstanding) and any increase or decrease in expenses or revenues associated with the related Mortgaged Properties it operates as or REO Properties if such increase or decrease represents a change in such items from the same are required to be delivered by prior year of more than 5% (or from the Tenant Cut-off Date of more than 10%) and explaining any such increase or Borrower decrease; and (iii) deliver copies of the collected items, and of the written reports prepared in respect thereof to the applicable Issuer under its Lease or Mortgage Loanother, to Trustee and, upon request, to the Depositor, the Majority Subordinate Certificateholder and the Operating Adviser.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2006; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee’s receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer’s inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer’s failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of the Mortgage Loans, a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it operates to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer’s receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the “Normalized” column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense perform or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% performed a physical inspection of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The a Mortgaged Property Manager shall prepare as soon as practicable after a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Mortgage Loan and, the Special Servicer in any event, shall at its expense perform or obtain a physical cause to be performed an inspection of the related Property as soon as practicable thereafterall other Mortgaged Properties at least once per calendar year. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Special Servicer shall deliver make copies of such inspection report available for review by Certificateholders during normal business hours at the offices of the Special Servicer within 30 days of the related inspection. The Special Servicer shall forward copies of any such inspection reports to each Issuerthe Master Servicer and Xxxxxx Brothers Inc. upon request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Indenture Trustee Master Servicer and the Property Manager Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each such written report prepared by it during Certificateholder, each calendar quarter within 15 days of Rating Agency, the end of such quarter.Depositor and Xxxxxx Brothers Inc.
(b) [Reserved]
(c) Not later than 2:00 P.M. on the fourth Business Day following each Determination Date, the Master Servicer (with respect to item (i) below) and the Special Servicer (with respect to items (ii) through (vii) below) shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties), providing the required information as of the Determination Date: (i) a Delinquent Loan Status Report, (ii) a Comparative Financial Status Report; (iii) an Historical Loss Estimate Report; (iv) an Historical Loan Modification Report; (v) an REO Status Report, (vi) a Watch List Report; and (vii) an accurate and complete Updated Mortgage Loan Schedule, substantially in the form of Exhibit B, prepared as if the Determination Date were the Cut-off Date. The Property Manager or Master Servicer, with respect to the report set forth in clause (i) and the Special Servicer with respect to the reports set forth in clauses (ii) through (vii) above, shall deliver to the Trustee such reports in an electronic format reasonably acceptable to the Trustee. In the case of information provided to the Trustee by the Master Servicer pursuant to clause (i) above, to the extent that the underlying information is solely within the control of the Special Servicer, as applicablethe Master Servicer may, shall receive reimbursement for reasonable out-of-pocket expenses related absent manifest error, conclusively rely on the reports to any Property inspections from be provided by the applicable Issuer pursuant to Section 2.11(b) of the IndentureSpecial Servicer.
(d) The Special ServicerServicer also shall deliver or cause to be delivered to the Trustee the following reports and/or statements, together with the accompanying materials and other information: Within 45 days after the end of each calendar quarter commencing with the calendar quarter ending in September 1997, with respect to each Mortgaged Property and REO Property, an Operating Statement Analysis for the related Mortgaged Property or REO Property as of the end of such calendar quarter, together with copies of the operating statements and rent rolls for the related Mortgaged Property or REO Property for or as of the end of, as the case may be, such calendar quarter (or, in the case of any Specially Managed Unitthe final calendar quarter, for or as of the end of the year in which such calendar quarter occurs). The Special Servicer shall, consistent with accepted servicing practices, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to each of the Property ManagerMortgage Loans and REO Properties, which efforts shall include in the case of all other Leases and Mortgage Loans, a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law. Within 45 days after receipt by the Special Servicer (or within ten days in the case of a Specially Serviced Mortgage Loan or REO Property) of any annual operating statements with respect to any Mortgaged Property or REO Property, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer shall make reasonable efforts to collect promptly from maintain one Operating Statement Analysis report for each related Tenant or Borrower Mortgaged Property and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required REO Property. The Operating Statement Analysis report for each Mortgaged Property is to be delivered updated by the Tenant or Borrower Special Servicer and such updated report made available to the applicable Issuer under its Lease or Mortgage LoanTrustee within thirty days after receipt by the Special Servicer of updated operating statements for such Mortgaged Property. The Special Servicer will use the "Normalized" column from the NOI Adjustment Worksheet to update the Operating Statement Analysis report and will use any operating statements received with respect to any Mortgaged Property to update the Operating Statement Analysis report for such Mortgaged Property, such updates to be completed and copies thereof sent to the Trustee within thirty days after receipt of the necessary information.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitLease, the Special Servicer shall at its expense perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease remains a Specially Managed Lease for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each the Issuer, the Indenture Trustee Trustee, the Property Manager, the Insurer and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitLease, and the Property Manager, in the case of all other Leases and Mortgage LoansLeases, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual operating statements of the related Mortgaged Properties, and quarterly financial statements of such Tenant or Borrower Tenant.
(c) Not later than December 15 of each year, commencing December 15 2005, the Property Manager shall deliver to the Issuer, the Indenture Trustee and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b) as of the preceding June 30, a report setting forth the aggregate Fixed Charge Coverage Ratios of all Tenants and Guarantors thereof with respect to which it operates as has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio during the same are required to be delivered year ending on such June 30 and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule, prepared as if the Cut-off Date were the preceding October 1 and further identifying on such schedule each Lease (x) that has become a Liquidated Lease since the most recent delivery of a schedule pursuant to this Section 3.12(c) (or, in the case of the first such delivery, since the Closing Date), and specifying the date on which the sale or Borrower to re-lease of the applicable Issuer under related Mortgaged Property occurred or (y) that has otherwise terminated in accordance with its Lease terms and, in each case, specifying the date of such sale, re-lease or Mortgage Loantermination, the amount collected in connection therewith and the amount of any Realized Loss or Extraordinary Expenses incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Lease Servicing Agreement (Trustreet Properties Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property (other than the 000 Xxxxx Xxxxxx Mortgaged Property) as soon as practicable after the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2005, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall prepare a written report shall, promptly following receipt, deliver copies of each such inspection performed the operating statements and rent rolls received or obtained by it that sets forth in detail to the condition Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property and that specifies the existence of (isecures a Serviced Loan Combination) or any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that itControlling Class Certificateholder, in its good faith and reasonable judgment, considers materialeach case upon request. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to each Issuerthe foregoing sentence and this sentence to the Trustee, the Indenture Trustee Special Servicer, any Controlling Class Certificateholder and any such Serviced Non-Trust Mortgage Loan Noteholder(s), in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property (other than the 000 Xxxxx Xxxxxx Mortgaged Property) or Administered REO Property, the Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property Manager shall prepare or update and forward to the Trustee a copy of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property (other than the 000 Xxxxx Xxxxxx Mortgaged Property) and Administered REO Property. The CMSA Operating Statement Analysis Report for each such written report prepared Mortgaged Property and REO Property is to be updated by it during each calendar quarter the Master Servicer or Special Servicer, as applicable, within 15 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the end of such quarter.
(c) case may be. The Property Manager Master Servicer or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically (on a monthly basis) during any period in respect of which Exchange Act Reports are being filed as to the Trust with the Commission, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the 000 Xxxxx Xxxxxx Servicing Agreement) from the applicable Issuer pursuant 000 Xxxxx Xxxxxx Servicer with respect to Section 2.11(b) the 000 Xxxxx Xxxxxx Trust Mortgage Loan or any 000 Xxxxx Xxxxxx REO Trust Mortgage Loan. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis. If the Master Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to the 000 Xxxxx Xxxxxx Trust Mortgage Loan, by a 000 Xxxxx Xxxxxx Servicer pursuant to the 000 Xxxxx Xxxxxx Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by a 000 Xxxxx Xxxxxx Servicer pursuant to the 000 Xxxxx Xxxxxx Servicing Agreement and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant 000 Xxxxx Xxxxxx Servicer, as applicable, and the Property Manager, Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loans, shall make reasonable efforts this Agreement or a 000 Xxxxx Xxxxxx Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the 000 Xxxxx Xxxxxx Trust Mortgage Loan pursuant to the 000 Xxxxx Xxxxxx Servicing Agreement, as applicable.
(e) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Ii Lb-Ubs Comm Mort Trust 2004-C4)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property (other than the _______________ Mortgaged Property) as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties (other than any _______________ REO Property) at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning in ___, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) fee. The Special Servicer, in the case of any each Specially Managed UnitServiced Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loanseach Performing Serviced Loan, shall make each, consistent with the Servicing Standard, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly financial other periodic operating statements and rent rolls with respect to each of such Tenant the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or Borrower obtained by it to the Master Servicer, and the Properties Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it operates to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the _______________ Loan Pair, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the _______________ Loan Pair, to the _______________ Companion Loan Noteholder, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property (other than the _______________ Mortgaged Property) or Administered REO Property, the Master Servicer with respect to a Performing Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee, upon request, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property (other than the _______________ Mortgaged Property) and Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the same case may be. The Master Servicer shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are required to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties (other than any _______________ REO Property), providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties (other than any _______________ REO Property) and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) a CMSA REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Tenant or Borrower Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to a Serviced Loan. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis.
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so long as the Master Servicer and the Special Servicer are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement.
(e) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x, provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2005; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a Monthly Additional Report on Recoveries and Reimbursements and (v) a CMSA Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist Report with the required information as of such Determination Date; and (E) a Monthly Additional Report on Recoveries and Reimbursements, with the required information as of such Determination Date. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it operates to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage the Controlling Class Representative (and, with respect to the 175 West Jackson Whole Loan, to the Class 175WJ Controlling Holder, axx xxxx xxxxxxx to the 180 Maiden Lane Whole Loan, the Class 180ML Controlling Holder) in eaxx xxxx xxxx xxquest.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Master Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in 2006, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loanseach Performing Serviced Loan, shall make each, consistent with the Servicing Standard and to the extent permitted under the Loan Documents, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the Loan Groups, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard and the terms of the Loan Documents, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies (in either physical or electronic form) of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies (in either physical or electronic form) of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Groups, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan Groups, the Master Servicer shall forward any of the foregoing financial statements received with respect to the Loan Group Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K; and provided, further, that in the event that any losses are incurred by the Depositor that are based upon or arise out of financial statements filed with the Commission with respect to the Loan Group Mortgaged Properties, the Trustee shall assign or subrogate, as appropriate, any rights it may have against the related Mortgagor with respect to such Tenant financial statements or Borrower against the applicable auditors under any independent auditors' report filed together with such financial statements, to the Depositor and/or its designee, to the extent such assignment is permitted by applicable law. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to a Performing Serviced Loan and the Properties it operates Special Servicer with respect to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the same case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Group), as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c), and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File; (ii) a CMSA Comparative Financial Status Report; and (iii) a CMSA Special Servicer Loan File. Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Group Directing Holder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the applicable Lead Master Servicer pursuant to the applicable Lead PSA. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), the Master Servicer shall have no obligation to provide such information or Borrower reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease thereto.
(g) Annually, on the Distribution Date in March of each year, beginning on the Payment Date in March 2006, the Master Servicer will provide to the Directing Holder a schedule of Mortgage Loans indicating (i) whether any Mortgage Loan with an outstanding principal balance of $10,000,000 or greater has an all-risk insurance policy with an exclusion for terrorism or has a stand-alone terrorism insurance policy in place and (ii) the annual renewal date for any policies specified in clause (i). The Master Servicer will also provide to the Directing Holder a copy of the insurance renewal certificate for the terrorism insurance policy for any all-risk policy and any stand-alone policy for each Mortgage LoanLoan with a Cut-Off Date Balance greater than or equal to $17,500,000 which either does not have terrorism insurance or has a stand-alone terrorism insurance policy.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Servicer (or, with respect to the Mortgage Loan when it is a Specially Serviced Loan or an REO Property, the Special Servicer) shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Properties once during each 12-month period commencing in December 2002 and each anniversary thereof. In addition, all the Servicer or the Special Servicer, as applicable, will be required to inspect or cause the inspection of the Mortgaged Properties in (i) at any time that the Collateral Pool at least once every Servicer or the Special Servicer, as applicable, receives knowledge of a material default under the Mortgage Loan documents (including, without limitation, the Borrower's failure to pay any sums due under the Mortgage Loan on or before their due date and such failure is not remedied within five (5) yearsdays), with or such default is imminent and expected, unless a Mortgaged Property has been inspected within the prior six (6) months, (ii) at least 20% any time that the Servicer or the Special Servicer, as applicable, receives information that a Mortgaged Property, in any material respect, has been damaged, left vacant or abandoned or if waste is being committed thereto, (iii) the Underwritten NOI Debt Service Coverage Ratio of the Properties in Mortgage Loan falls below 1.50x and (iv) at such times as is otherwise warranted under the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0xServicing Standard. The Property Manager Servicer and the Special Servicer shall each prepare a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Property Mortgaged Properties and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertya Mortgaged Property of which the Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition condition, occupancy or value of such a Mortgaged Property that itthe Servicer or the Special Servicer, as applicable, in its good faith accordance with the Servicing Standard, has actual knowledge of and reasonable judgment, considers material.
, or (biii) If any waste committed on a Lease Mortgaged Property that the Servicer or Mortgage Loan becomes a Specially Managed Unitthe Special Servicer, as the case may be, in accordance with the Servicing Standard, has actual knowledge of and considers material. The Servicer and the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerother and, upon request, to the Indenture Trustee and the Property Manager a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter within 15 60 days of completion of the end related inspection. The cost of such quarterthe annual inspections by the Servicer referred to in the first sentence of this subsection shall be an expense of the Servicer. The cost of the inspections by the Special Servicer referred to in the first sentence of this subsection and all additional inspections referred to above shall be Additional Trust Fund Expenses (and if paid by the Servicer or the Special Servicer shall constitute a Servicing Advance).
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any the Mortgage Loan being a Specially Managed UnitServiced Loan and an REO Property, and the Property ManagerServicer, in the case of all other Leases and the Mortgage LoansLoan being a Performing Loan, shall make reasonable efforts to collect promptly (from each the Borrower) annual, quarterly, monthly and other periodic operating statements and related Tenant rent rolls of the Mortgaged Properties or Borrower any REO Property and review annual and quarterly financial statements of the Borrower, as is required pursuant to the terms of the Mortgage (which efforts shall include at least three phone calls, followed by confirming correspondence, requesting such Tenant or Borrower delivery). The Special Servicer, in the case of the Mortgage Loan being a Specially Serviced Loan, and the Servicer, in all other cases, shall promptly review and analyze, and deliver to each other and, upon request, to the Trustee, copies of all such items as may be collected pursuant to this Agreement. Upon the discovery by the Servicer or the Special Servicer, of any non-monetary default pursuant to any Mortgage Loan documents resulting from a failure by the Borrower to deliver timely to the Servicer or the Special Servicer operating statements and rent rolls as provided above, the Servicer and Special Servicer shall (as applicable) notify and confirm to each other the nature of such default. During the continuance of such a default, the Servicer shall determine whether or not to consent to the release or cause the release of any funds from the Impositions and Insurance Reserve Sub-Account or any Reserve Account (except to pay current or past-due taxes, assessments and insurance premiums) to the relevant Borrower or another Person, and shall (as applicable) so inform the relevant Borrower or the Special Servicer (who shall inform the relevant Borrower). Within 60 days after receipt by the Servicer or 45 days after receipt by the Special Servicer of any annual operating statements with respect to the Mortgaged Properties or REO Properties, as applicable, each of the Servicer and the Special Servicer shall prepare or update (and, in the case of the Special Servicer, forward within such 45-day period to the Servicer the related data fields in an electronic format reasonably acceptable to the recipient) an NOI Adjustment Worksheet for the Mortgaged Properties or REO Properties (with the related operating statements and rent rolls attached thereto as an exhibit). Within 60 days after receipt by the Servicer, as to the Mortgage Loan being a Performing Loan, and within 45 days after receipt by the Special Servicer, as to the Mortgage Loan being a Specially Serviced Loan and an REO Property, of any annual, quarterly, monthly or other periodic operating statements or related rent rolls with respect to the Mortgaged Properties or any REO Property, the Servicer or the Special Servicer, as applicable, shall, based upon such operating statements and rent rolls, prepare (or, if previously prepared, update) (and, in the case of the Special Servicer, forward to the Servicer) the written analysis of operations (the "CMSA Operating Statement ------------------------ Analysis Report") for that property. Each such CMSA Operating Statement Analysis --------------- Report shall be substantially in the form of, and containing the information called for in, the downloadable form of the "Operating Statement Analysis Report" available as of the Settlement Date on the CMSA Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CMSA for commercial mortgage-backed securities transactions generally and, insofar as it operates requires the presentation of information in addition to that called for by the form of the "Operating Statement Analysis Report" available as of the same are Settlement Date on the CMSA Website, is reasonably acceptable to the Servicer or the Special Servicer, as applicable. As and when requested by the Servicer, the Special Servicer shall remit each Operating Statement Analysis Report prepared by it or related data fields, together with the underlying operating statements and rent rolls, to the Servicer in a format reasonably acceptable to the Servicer. All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets shall be maintained by the Servicer with respect to the Mortgaged Properties and any REO Property, and the Servicer shall, upon request, forward copies thereof (which may be provided in electronic format) to the Trustee, together with the related operating statements and, upon the Trustee's request, the rent rolls. The Trustee shall, upon written request and to the extent that such items have been delivered to the Trustee by the Servicer, deliver to the Special Servicer, the Controlling Class Representative, any Certificateholder or, to the extent that the Trustee has in accordance with Section 5.06(b) --------------- confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of each such Operating Statement Analysis Report (or update thereof), each such NOI Adjustment Worksheet and the related operating statement and rent rolls. If the Special Servicer has any questions for the Borrower based upon the information received by the Special Servicer pursuant to Section 3.12(a) or --------------- this Section 3.12(b), the Servicer shall, in this regard and without otherwise --------------- changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Borrower.
(c) Not later than 1:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer (and, upon request, the Controlling Class Representative) the following reports (or data files relating to reports of the Servicer) with respect to the Mortgage Loan when it is a Specially Serviced Loan and any REO Property, providing the required information as of such Determination Date: (i) a CMSA Property File; (ii) a CMSA Loan Periodic Update File; and (iii) a CMSA Financial File. At or before 1:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports or related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Loan and any REO Property, providing the information required of the Special Servicer in an electronic format reasonably acceptable to the Servicer as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a CMSA Comparative Financial Status Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) an CMSA REO Status Report.
(d) No later than 2:00 p.m. (New York City time), on each Determination Date commencing in January 2002, the Servicer shall prepare and deliver or cause to be delivered to the Trustee, in electronic format reasonably acceptable to the Trustee, the CMSA Loan Periodic Update File providing the most recent information as of the related Determination Date. Any changes or updates to the Loan Periodic Update File shall be reported by the Servicer to the Trustee as soon as possible but in no event later than 1:00 p.m. (New York City time) on the Business Day immediately following such Determination Date. Not later than 1:00 p.m. (New York City time) on the Business Day immediately prior to the Distribution Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Trustee, in electronic format reasonably acceptable to the Trustee, each of the files and reports comprising the CMSA Reporting Package (excluding any CMSA Collateral Summary File, CMSA Bond Level File and CMSA Loan Set-Up File). The Loan Periodic Update File, together with any written information supplemental thereto that is contemporaneously delivered by the Servicer to the Trustee, shall include such information with respect to the Mortgage Loan that is in the possession of the Servicer and that is required by the Trustee for purposes of making the calculations and preparing the reports for which the Trustee is responsible pursuant to Section 4.01, Section 4.02, Section 4.05 or any other section of ------------ ------------ ------------ this Agreement, as set forth in written specifications or guidelines issued by the Trustee from time to time and reasonably acceptable to the Servicer. Such supplemental information may be delivered by the Tenant or Borrower Servicer to the applicable Issuer under Trustee by telecopy or in such electronic or other form as may be reasonably acceptable to the Trustee and the Servicer. The Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Servicer) provide the Servicer with such information in its Lease or Mortgage Loanpossession regarding the Specially Serviced Loan and any REO Property as may be necessary for the Servicer to prepare each report and any supplemental information to be provided by the Servicer to the Trustee.
(e) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(b) and Section 3.12(c), and the Servicer shall deliver to --------------- --------------- the Trustee the reports set forth in
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below ___x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and the Master Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense. Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $___________ at the time of such inspection, every five other calendar year) beginning in 200_. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; 100 and provided, further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer shall, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative and the Trustee which shall include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice shall be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on the second Business Day of each calendar month, the Special Servicer shall deliver or cause to be delivered to the Master Servicer (in electronic format acceptable to the Master Servicer and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterSpecial Servicer) an Interim Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a Comparative Financial Status Report and CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a Watch List Report with the required information as of such Determination Date and (E) an Updated Collection Report. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements, budgets and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of Mortgage Loans, shall make reasonable efforts a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements, budgets and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents. The Special Servicer shall promptly following receipt, deliver copies of the operating statements, budgets and rent rolls received or obtained by it operates to the Master Servicer (in an electronic format reasonably acceptable to the Master Servicer), and the Master Servicer shall deliver copies of the operating statements, budgets and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer and the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges on the related Mortgage Loan and received since the Closing Date, then as an Additional Trust Fund Expense (except with respect to any Companion Loan and any inspection occurring after the related AB Mortgage Loan has been paid in full). Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties in the Collateral Pool at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2002, unless such Mortgaged Property has been inspected within the previous 6 months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee and the Paying Agent within 45 days of the related inspection and the Paying Agent shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Paying Agent at all times after Paying Agent's receipt thereof. Upon written request and at the expense of the requesting party, the Paying Agent shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on the second Business Day of each calendar month, the Special Servicer shall deliver or cause to be delivered to the Master Servicer (in electronic format acceptable to the Master Servicer and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterSpecial Servicer) an Interim Delinquent Loan Status Report.
(c) The Property Manager Not later than 3:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Paying Agent (in electronic format acceptable to the Master Servicer and the Paying Agent) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a Comparative Financial Status Report and CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a Watch List Report with the required information as of such Determination Date; and (E) an Updated Collection Report.. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Paying Agent (in electronic format acceptable to the Master Servicer and the Paying Agent) an Interim Delinquent Loan Status Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Paying Agent the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Paying Agent with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Paying Agent may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Paying Agent pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of Mortgage Loans, shall make reasonable efforts a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents. The Special Servicer shall promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it operates to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Paying Agent, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Paying Agent, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicers, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2007, the applicable Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year in the case of a Mortgage Loan having an unpaid principal balance of $2,000,000 or greater, unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer, and once every two calendar years in the case of a Mortgage Loan having an unpaid principal balance of less than $2,000,000; provided that, notwithstanding the foregoing, the applicable Master Servicer shall at its expense perform or caused to be performed an inspection of a Serviced Mortgaged Property relating to a Trust Mortgage Loan listed on the most recently reported CMSA Servicer Watchlist at least once per calendar year, unless such Mortgaged Property has been inspected in such calendar year by such Master Servicer or the Special Servicer. The Special Servicer and each Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material. Each Master Servicer shall receive reimbursement for reasonable outwithin 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-of-pocket expenses related to any Property inspections Trust Noteholder(s)), and the Trustee shall obtain from the applicable Issuer Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the applicable Master Servicer prior to such inspection, and provides a copy of such inspection to such Master Servicer; and provided, further, that such Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to Section 2.11(bthis paragraph (a).
(b) The Special Servicer shall from time to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loans and Administered REO Properties as may be necessary for such Master Servicer to prepare each report and any supplemental information to be provided by such Master Servicer to the Trustee. Without limiting the generality of the Indentureforegoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in January 2007, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable such Master Servicer to produce, the CMSA files and reports required to be delivered by such Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) Each Master Servicer shall deliver to the Trustee, no later than 2:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in January 2007, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicers shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicers and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicers shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicers' responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and Administered REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), but the failure of the Special Servicer to provide information required by it shall not relieve either Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, because the Master Servicers will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the Master Servicers in January 2007 will be based solely upon information generated from actual collections received by the Master Servicers and from information Mortgage Loan Sellers deliver or cause to be delivered to the Master Servicers (including but not limited to information prepared by third-party servicers of the subject Serviced Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in January 2007, each Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA REO Status Report; (v) a CMSA Servicer Watch List; (vi) a CMSA Property File; (vii) a CMSA Loan Setup File; (viii) a CMSA Financial File; and (ix) a CMSA Loan Level Reserve/LOC Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicers. Each Master Servicer shall make available promptly upon request of the other Master Servicer a report setting forth each Advance then outstanding by such Master Servicer. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the XX Xxxxxx Series 2006-LDP8 Pooling and Servicing Agreement) from the XX Xxxxxx Series 2006-LDP8 Applicable Servicer with respect to the Park La Brea Apartments Trust Mortgage Loan.
(d) The Special Servicer shall deliver to the Master Servicers the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicers shall deliver to the Trustee the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Special Servicer, in each Master Servicer and the Trustee. Each Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, with respect to the Park La Brea Apartments Trust Mortgage Loan, by the XX Xxxxxx Series 2006-LDP8 Applicable Servicer pursuant to the XX Xxxxxx Series 2006-LDP8 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update Files to be provided by the Master Servicers pursuant to Section 3.12(c). In the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant information or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required reports to be delivered furnished by the Tenant or Borrower Master Servicers to the applicable Issuer under its Lease or Mortgage Loan.Trustee pursuant to this Section
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-4)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except with respect to any Companion Loan and any inspection occurring after the related AB Mortgage Loan has been paid in full). Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2002. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee and the Paying Agent within 45 days of the related inspection and the Paying Agent shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Paying Agent at all times after Paying Agent's receipt thereof. Upon written request and at the expense of the requesting party, the Paying Agent shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer shall, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative, the Paying Agent and the Trustee which shall include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice shall be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on the second Business Day of each calendar month, the Special Servicer shall deliver or cause to be delivered to the Master Servicer (in electronic format acceptable to the Master Servicer and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterSpecial Servicer) an Interim Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Paying Agent (in electronic format acceptable to the Master Servicer and the Paying Agent) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a Comparative Financial Status Report and CMSA Financial File, each with the required information as of the Indenture.
end of the preceding calendar month (d) The in each case combining the reports prepared by the Special Servicer, in the case of any Specially Managed Unit, Servicer and the Property ManagerMaster Servicer); (C) a Delinquent Loan Status Report, in each with the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements required information as of such Tenant or Borrower Determination Date (in each case combining the reports prepared by the Special Servicer and the Properties it operates Master Servicer); (D) a Watch List Report with the required information as of such Determination Date and (E) an Updated Collection Report. Not later than 4:00 p.m. (New York City time) on the same are required third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.Paying Agent (in electronic format acceptable to the Master Servicer and the Paying Agent) an
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicers, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2008, the applicable Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and each Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property inspections from of which such Master Servicer or the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, as applicable, is aware and considers material. Each Master Servicer shall, within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of any Specially Managed Unita Serviced Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the applicable Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property Managerrelated to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the applicable Master Servicer prior to such inspection, and provides a copy of such inspection to such Master Servicer; and provided, further, that such Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) The Special Servicer shall from time to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loans and Administered REO Properties as may be necessary for such Master Servicer to prepare each report and any supplemental information to be provided by such Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in October 2007, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable such Master Servicer to produce, the CMSA files and reports required to be delivered by such Master Servicer to the Trustee as described below, in each case of with respect to all other Leases and Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower Loans and the REO Properties.
(c) Each Master Servicer shall deliver to the Trustee, no later than 3:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in September 2007, the CMSA Loan Periodic Update File with respect to the subject Distribution Date. The Master Servicers' responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), but the failure of the Special Servicer to provide information required by it operates as shall not relieve either Master Servicer of its duties to provide the same are related reports, absent such information. Notwithstanding the foregoing, because the Master Servicers will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicers in October 2007 will be based solely upon information generated from actual collections received by the Master Servicers and from information the Mortgage Loan Sellers deliver or Borrower cause to be delivered to the Master Servicers (including but not limited to information prepared by third-party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). If any Mortgage Loan Seller fails to deliver to the applicable Issuer under Master Servicer the information required by such Master Servicer to prepare its Lease initial CMSA Loan Periodic Update File, such Master Servicer shall notify the Depositor and the Trustee of such failure. On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in November 2007, each Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Total Loan Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File (with respect to the initial P&I Advance Date only); (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicers. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicers shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable." Each Master Servicer shall make available promptly upon request of the other Master Servicer a report setting forth each Advance then outstanding by such Master Servicer. Master Servicer No. 2 shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Other Pooling and Servicing Agreement, if such date is at least one Business Day prior to the date when the Master Servicer's report is due above) from the Georgia-Alabama Retail Portfolio Servicer with respect to the Georgia-Alabama Retail Portfolio Trust Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-8)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Special Servicer Loan File, (B) a CMSA Servicer Appraisal Reduction Template, and (C) a CMSA Servicer Realized Loss Template.
(c) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 4:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Special Servicer Loan File, CMSA Appraisal Reduction Template and CMSA Servicer Realized Loss Template received from the Special Servicer pursuant to Section 3.12(b); (ii) a CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA REO Status Report, CMSA Comparative Financial Status Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case, if applicable, combining the reports prepared by the Special Servicer and the Master Servicer) with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder, the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Outside Servicer, as applicable, and the Property ManagerMaster Servicer is entitled to conclusively rely on such information provided by the Special Servicer or relevant Outside Servicer, as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loansthis Agreement, shall make reasonable efforts or by an Outside Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the related Outside Serviced Trust Mortgage Loan pursuant to the related Outside Servicing Agreement or the related Co-Lender Agreement, as applicable.
(f) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning in 2002, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a non-Specially Serviced Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) fee. The Special Servicer, in the case of any each Specially Managed UnitServiced Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make each, consistent with the Servicing Standard, use reasonable efforts to collect promptly from each related Tenant or Borrower and review obtain quarterly, annual and quarterly financial other periodic operating statements and rent rolls with respect to each of such Tenant the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or Borrower obtained by it to the Master Servicer, and the Properties Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it operates to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. In addition to the foregoing and solely with respect to the UBS Warburg Building Loan Pair, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewed. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to the foregoing sentence and this sentence to the Trustee, the Special Servicer, any Controlling Class Certificateholders and, in the case of the UBS Warburg Building Loan Pair, to the UBS Warburg Building Companion Loan Noteholder, in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer shall prepare or update and forward to the Trustee, upon request, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Master Servicer shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property is to be updated by the Master Servicer, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the same case may be. The Master Servicer shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are required to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CMSA Property File (or similar report satisfactory to the Master Servicer); and (ii) a CMSA Comparative Financial Status Report (or similar report satisfactory to the Master Servicer). Not later than 2:00 p.m. (New York City time) on the third Business Day prior to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Loans, any REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
(i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) a CMSA REO Status Report.
(c) Not later than 12:00 noon (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Tenant or Borrower Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date. The Master Servicer shall include on one of such reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g), 4.03(d) and/or 4.03A(d), such information to be presented on a loan-by-loan basis.
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so long as the Master Servicer and the Special Servicer are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of this Agreement.
(e) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall (subject to its right to do so pursuant to the related Mortgage) perform a physical inspection of a Mortgaged Property Manager as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Master Servicer shall inspect, or cause to be inspected, all Properties in the Collateral Pool at its expense perform an inspection of each Mortgaged Property at least once every five (5) yearsper calendar year, if the Special Servicer has not already done so in that calendar year pursuant to the preceding sentence; provided, however, that the Master Servicer shall not be required to perform such an inspection with at least 20% respect to a Mortgaged Property in calendar year 1997 to the extent an inspection was previously performed in 1997 in connection with the origination or acquisition of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0xrelated Mortgage Loan. The Property Manager Master Servicer or Special Servicer, as the case may be, shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer or Master Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. Any such reports prepared by the Special Servicer shall be promptly forwarded by it to the Master Servicer. The Master Servicer and the Special Servicer shall make copies of the inspection report of such Specially Serviced Mortgage Loan or REO Property or non-Specially Serviced Mortgage Loan, as applicable, available for review by Certificateholders during normal business hours at the offices of the Master Servicer within 30 days of the completion of such inspection report (or within 30 days of the Master Servicer's receipt of reports prepared by the Special Servicer) but in no event later than 60 days after such physical inspection. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer and the Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each Certificateholder, each Rating Agency, the Depositor and each Underwriter.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor annual, quarterly and review annual monthly operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant or Borrower Mortgagor, to the extent delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies of all of the foregoing items so collected thereby to the Trustee, the Master Servicer and any Sub-Servicers, and the Properties it operates Master Servicer shall cause the same (including any items collected by it) to be delivered, within ten days after its receipt thereof, to the Trustee and the Trustee shall deliver the same to the Rating Agencies, and upon request, to the Depositor, and the Controlling Class Representative (if such Person is not then the Special Servicer). If requested by the Master Servicer, the Special Servicer shall take reasonable steps to ensure that such items present the information contained therein in substantially the same manner as such information was presented when such items were collected by the Depositor. Promptly following its receipt of the annual reports (but in no event later than 45 days), the Master Servicer or the Special Servicer shall review all such items as may be collected in respect of each Mortgage Loan and REO Property and, in the absence of actual knowledge that any such item contains erroneous information, shall be entitled to rely upon such information and based upon such information shall: (i) calculate the occupancy percentage for the related Mortgaged Property or REO Property, as the same are case may be (such occupancy percentage shall represent a ratio of the number of rooms occupied per day (summed over a specified period of time) to the number of rooms available for occupancy per day (summed over such specified period of time) in the case of a Mortgaged Property that is a hotel, shall be calculated on a per unit basis in the case of a Mortgaged Property that is a multifamily rental property and on a net square footage basis in all other cases or on any other basis that the Master Servicer or the Special Servicer deems appropriate in accordance with the Servicing Standard and identifies to the Trustee, the Master Servicer and the Depositor); (ii) in accordance with Exhibit E-1, calculate the Net Operating Income for the related Mortgaged Property or REO Property, as the case may be; and (iii) calculate the Debt Service Coverage Ratio for the related Mortgage Loan or REO Loan, as the case may be. The Updated Mortgage Loan Schedule to be prepared each month by the Master Servicer pursuant to Section 3.12(c) shall reflect the most recent calculations made by the Master Servicer or Special Servicer pursuant to the preceding sentence with respect to each Mortgage Loan and REO Loan and shall identify the period covered by the financial statements and/or the date of the rent roll from which such calculations were made. All information to be provided by the Special Servicer to the Master Servicer under this Section shall be provided not later than five Business Days prior to the date that the Master Servicer is required to be delivered deliver such information to the Special Servicer, the Trustee, the Depositor, the Rating Agencies and the Controlling Class Representative pursuant to Section 3.12(c).
(c) Not later than the fourth Business Day following each Determination Date, the Master Servicer shall deliver to the Special Servicer, the Trustee, the Depositor, the Controlling Class Representative and the Rating Agencies (for receipt by the Tenant Special Servicer, the Trustee, the Depositor, the Controlling Class Representative and the Rating Agencies not later than such fourth Business Day following each Determination Date), by electronic transmission (or Borrower in such other form to which the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Controlling Class Representative and the Rating Agencies may agree), with a hard copy of such transmitted information to follow not later than the fifth Business Day following such Determination Date, an accurate and complete Updated Mortgage Loan Schedule, substantially in the form of Exhibit E-2, prepared as if the Determination Date were the Cut-off Date and setting forth, among other things, the items referred to in the definition of "Mortgage Loan Schedule", as well as the items referred to in Section 3.12(b), further identifying on such schedule each Mortgage Loan (i) that has become an REO Loan, and the date of the related REO Acquisition, (ii) in respect of which any modification, waiver, or amendment was agreed pursuant to Section 3.20 and the substance of such modification, waiver or amendment, (iii) in respect of which a material event has occurred and the nature of such material event, and (iv) that matured, prepaid in full or (whether before or after an REO Acquisition) was otherwise liquidated during the Collection Period ending on such Determination Date and, in each case, specifying the date of the related maturity, prepayment or Liquidation Event, the amount collected in connection therewith and the amount of any Realized Loss and Trust Fund Expenses incurred in connection therewith. The Master Servicer and the Special Servicer shall be entitled to indicate the source of any information it provides pursuant to Section 3.12 and to affix any disclaimer it deems appropriate in its discretion with respect to any information provided to the applicable Issuer under its Lease Master Servicer or Mortgage Loanthe Special Servicer by such source.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager applicable Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (and, all Properties in cases where the Collateral Pool related Mortgage Loan has become a Specially Serviced Mortgage Loan, the applicable Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once every five per calendar year thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that such Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances and otherwise as contemplated by Section 3.05(a). Beginning in 2004, the applicable Master Servicer shall at its expense perform or cause to be performed an inspection of the Mortgaged Property for each Mortgage Loan (5other than the Great Lakes Crossing Mortgaged Property) years, with at least 20% of once per calendar year on each Mortgage Loan, if the Properties in applicable Special Servicer has not already done so during that period pursuant to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0xpreceding sentence. The Property Manager Each Master Servicer and each Special Servicer shall prepare a written report (provided, that with respect to Co-op Mortgage Loans that are Performing Mortgage Loans, such report shall be delivered to the Controlling Class Representative in an electronic format, exclusive of photographs that are part of such report, until such time as the NCBFSB Master Servicer or Co-op Special Servicer, as the case may be, has established a website where such photographs can be viewed, provided, further, however, that such report, complete with photographs, shall be delivered to the Controlling Class Representative upon request and, provided, further, that the NCBFSB Master Servicer shall use commercially reasonable efforts to establish such websites with photographs on or before December 31, 2003) of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related subject Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of the subject Mortgaged Property of which such PropertyMaster Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition or value occupancy of the subject Mortgaged Property of which such Property Master Servicer or Special Servicer, as applicable, is aware and that itit considers, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (iiiii) any change in waste committed on the condition Mortgaged Property of which such Master Servicer or value of such Property Special Servicer, as the case may be, is aware and that itit considers, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material. The Each Master Servicer and each Special Servicer shall deliver to each Issuerthe Controlling Class Representative (in accordance with the ARCap Naming Convention for Electronic File Delivery) and, upon request, to the Indenture Trustee and the Property Manager a copy (or image in suitable electronic media) and, if the related Mortgage Loan is the 622 Third Avenue Loan or the Washington Center Loan that is a Specialxx Xxxxxxxx Xxxxgage Loan, a copy to the 622 Third Avenue B Loan Holder and each Washington Center Junior Holdxx, xxxxxxxxxxxx, of each such written report prepared by it during (provided, that with respect to Co-op Mortgage Loans that are Performing Mortgage Loans, such report shall be delivered to the Trustee and/or Controlling Class Representative, as applicable, in an electronic format, exclusive of photographs that are part of such report, until such time as the NCBFSB Master Servicer or Co-op Special Servicer, as the case may be, has established a website where such photographs can be viewed, provided, further, however, that such report, complete with photographs, shall be delivered to the Trustee and/or Controlling Class Representative and, if the related Mortgage Loan is the 622 Third Avenue Loan or the Washington Center Loan that is a Specialxx Xxxxxxxx Xxxxgage Loan, a copy to the 622 Third Avenue B Loan Holder and each calendar quarter Washington Center Junior Holdxx, xxxxxxxxxxxx, upon request), in each case within 15 30 days following the request (or, if later or if request is not required, within 30 days following the later of completion of the end of such quarter.
(c) The Property Manager related inspection if the inspection is performed by the applicable Master Servicer or Special Servicer, as applicable, or receipt of the related inspection report if the inspection is performed by a third party). Upon request, the Trustee shall receive reimbursement for reasonable out-of-pocket expenses request from such Master Servicer or Special Servicer, as applicable, and, to the extent such items have been delivered to the Trustee upon written request by such Master Servicer or Special Servicer, as applicable, deliver to each of the Depositor, the related Mortgage Loan Seller, the Controlling Class Representative, any Certificateholder and, if the related Mortgage Loan is the 622 Third Avenue Loan or the Washington Center Loan that is a Specialxx Xxxxxxxx Xxxxgage Loan, a copy to the 622 Third Avenue B Loan Holder and each Washington Center Junior Holdxx, xxxxxxxxxxxx, or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Property inspections from the applicable Issuer pursuant to Section 2.11(bCertificate Owner, a copy (or image in suitable electronic media) of the Indentureeach such written report prepared by a Master Servicer or a Special Servicer.
(db) The Commencing with respect to the calendar quarter ended June 30, 2003, the applicable Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerGeneral Master Servicer, in the case of all each Performing Mortgage Loan that is a General Mortgage Loan and the NCBFSB Master Servicer, in the case of Performing Mortgage Loans that are NCB Serviced Loans other Leases and than Co-op Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower quarterly and review annual operating statements, budgets and, except with respect to residential cooperative properties, rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Borrower, whether or Borrower not delivery of such items is required (or, in the case of Co-op Mortgage Loans, only if delivery of such items is required) pursuant to the terms of the related Mortgage Loan Documents. In addition, the applicable Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. Each Special Servicer shall deliver images in suitable electronic media of all of the Properties foregoing items so collected or obtained by it operates as to the same are applicable Master Servicer within 30 days of its receipt thereof. In the case of each Performing Mortgage Loan that is a Co-op Mortgage Loan serviced by the NCBFSB Master Servicer, such deliveries shall be limited to those required under the applicable loan documents. Each Master Servicer shall deliver at least quarterly all items required to be delivered to it by the Tenant applicable Special Servicer pursuant to the second preceding sentence to the Controlling Class Representative, in the case of the 622 Third Avenue Loan and the Washington Center Loan, the 622 Third Axxxxx X Xxxx Xxxder and each Washington Center Junior Holdxx, xxxxxxxxxxxx, and the Trustee in an imaged format in accordance with the ARCap Naming Convention for Electronic File Delivery. Each Master Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property related to each Mortgage Loan for which it acts as Master Servicer. Within 60 days after receipt by the applicable Master Servicer from the related Borrower or otherwise, as to a Performing Mortgage Loan for which it acts as Master Servicer, and within 30 days after receipt by the applicable Master Servicer from the applicable Special Servicer, the Great Lakes Crossing Master Servicer or otherwise, as to the Great Lakes Crossing Mortgage Loan, a Specially Serviced Mortgage Loan or an REO Property for which it acts as Master Servicer, of any annual operating statements and, except with respect to residential cooperative properties, rent rolls with respect to any Mortgaged Property or REO Property, such Master Servicer shall, based upon such operating statements or, except with respect to residential cooperative properties, rent rolls, prepare (or, if previously prepared, update) the CMSA Operating Statement Analysis Report for the subject Mortgaged Property or REO Property. Each Master Servicer shall remit in accordance with the ARCap Naming Convention for Electronic File Delivery of a copy of each CMSA Operating Statement Analysis Report prepared or updated by it (promptly following initial preparation and each update thereof), together with, if so requested and not already provided pursuant to this Section 3.12(b), the underlying operating statements and, except with respect to residential cooperative properties, rent rolls, to the Controlling Class Representative, in the case of the 622 Third Avenue Loan and the Washington Center Loan, the 622 Third Axxxxx X Xxxx Xxxder and each Washington Center Junior Holdxx, xxxxxxxxxxxx, the Trustee and the applicable Special Servicer. The Trustee shall, upon request, request from the applicable Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by such Master Servicer, deliver to any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of the CMSA Operating Statement Analysis (or update thereof) for any Mortgaged Property or REO Property and, if requested, the related operating statement or, except with respect to residential cooperative properties, rent rolls. Within 60 days (or, in the case of items received from a Special Servicer, the Great Lakes Crossing Master Servicer, the Great Lakes Crossing Special Servicer or otherwise with respect to the Great Lakes Crossing Mortgage Loan, Specially Serviced Mortgage Loans and REO Properties, 30 days) after receipt by a Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property, such Master Servicer shall prepare or update and forward to the Trustee, the applicable Special Servicer, in the case of the 622 Third Avenue Loan and the Washington Center Loan, the 622 Third Axxxxx X Xxxx Xxxder and each Washington Center Junior Holdxx, xxxxxxxxxxxx, and the Controlling Class Representative a CMSA NOI Adjustment Worksheet using the same format and ARCap Naming Convention for Electronic File Delivery as the CMSA Operating Statement Analysis Report for such Mortgaged Property or REO Property, together with the related quarterly or annual operating statements. If, with respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan), the applicable Special Servicer has any questions for the related Borrower based upon the information received by such Special Servicer pursuant to Section 3.12(a) or 3.12(b), the applicable Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with such Special Servicer in assisting such Special Servicer to contact and solicit information from such Borrower.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, each Special Servicer shall prepare and deliver or cause to be delivered to the applicable Issuer under its Lease Master Servicer, the Controlling Class Representative and shall contemporaneously provide a copy of such materials as they relate to an A Loan to the B Loan Holder and the Washington Center Junior Holders the following reports (or data files relating to reports of the applicable Master Servicer) with respect to those Specially Serviced Mortgage Loan.Loans serviced by such Special Servicer and any related REO Properties as to which such Special Servicer is the applicable Special Servicer, providing the CMSA Specially Serviced Loan File or other required information as of such Determination Date which CMSA Specially Serviced Loan File the applicable Master Servicer shall incorporate to produce: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic Update File (which, in each case, if applicable, will identify each subject Mortgage Loan(s) by loan number and property name). At or before 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, such Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Specially Serviced Loan File or other related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Mortgage Loans and REO Properties as to which such Special Servicer is the applicable Special Servicer, providing the information required of such Special Servicer pursuant to Section 3.12(e) as of such Determination Date. The applicable Master Servicer shall prepare and deliver: (i) a CMSA Delinquent Loan Status Report; (ii) a CMSA Comparative Financial Status Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mor Sec Corp Com Cer Ser 2003-C3)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Debt Service Coverage Ratio set forth in the Collateral Pool Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense. Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense 108 perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of Mortgage Loans (other than Specially Serviced Mortgage Loans) with a then current principal balance of less than $2,000,000, every five other calendar year) beginning in 2000. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer shall, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative (and, with respect to the Xxxxxxxxx Mortgage Loan, the Xxxxxxxxx Representative) and the Trustee which shall include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice shall be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; and (ii) any change in a Comparative Financial Status Report. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following 109 reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee related REO Properties) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report, and (iv) a Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on the second Business Day of each calendar month, the Special Servicer shall deliver or cause to be delivered to the Master Servicer (in electronic format acceptable to the Master Servicer and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterSpecial Servicer) an Interim Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Liquidation Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File and a Comparative Financial Status Report, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (D) a Watch List Report with the required information as of such Determination Date. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) an Interim Delinquent Loan Status Report.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. 110 The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of Mortgage Loans, a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law. The Special Servicer shall make reasonable efforts promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower the Master Servicer, and the Properties Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it operates to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafterthereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter so long as such Lease or Mortgage Loan remains a Specially Serviced Asset. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale sale, abandonment or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee and Trustee, the Property Manager and the Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarter.
inspection. The Special Servicer (ci) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are Obligor required to be delivered provided under the applicable Mortgage Loan or Lease.
(c) Not later than December 15 of each year, commencing December 15, 2014, the Property Manager shall deliver to the Issuers, the Indenture Trustee and the Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the applicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its later of (1) the most recent Series Closing Date and (2) the most recent Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Series Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit Realty Capital, Inc.)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense (subject to its right to do so pursuant to the related Mortgage) perform or cause to be inspected, all Properties in the Collateral Pool performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once every five (5) yearsper calendar year, with at least 20% of if the Properties Special Servicer has not already done so in that calendar year pursuant to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0xpreceding sentence. The Property Manager Master Servicer or Special Servicer, as the case may be, shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Special Servicer or Master Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. Any such reports prepared by the Master Servicer or the Special Servicer shall be promptly forwarded by it to the other party, the Trustee and the Majority Subordinate Certificateholder. The Master Servicer and the Special Servicer shall make copies of the inspection report of such Specially Serviced Mortgage Loan or REO Property or non-Specially Serviced Mortgage Loan, as applicable, available for review by Certificateholders during normal business hours at the offices of the Master Servicer within 30 days of the completion of such inspection report (or within 30 days of the Master Servicer's receipt of reports prepared by the Special Servicer) but in no event later than 60 days after such physical inspection and shall, if so requested by a Rating Agency, provide a copy of such inspection report to such Rating Agency. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer and the Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each Certificateholder, each Rating Agency, the Depositor and the Underwriter.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor annual, quarterly and review annual monthly operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant or Borrower Mortgagor, to the extent delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Master Servicer and Special Servicer each shall deliver copies of all of the foregoing items so collected thereby to each other, the Trustee and any Sub-Servicers by the fifth Business Day of the next calendar month, and the Properties Trustee shall deliver the same to the Rating Agencies (by electronic transmission, if available), and upon request, to the Depositor and the Majority Subordinate Certificateholder (if such Person is not then the Special Servicer). Promptly following its receipt of the annual reports (but in no event later than 45 days), each of the Master Servicer and the Special Servicer shall review all such items as may be collected by it operates in respect of each Mortgage Loan and REO Property and, in the absence of actual knowledge that any such item contains erroneous information, shall be entitled to rely upon such information and, based upon such information, shall promptly calculate (and report such calculations to each other and the Trustee): (i) the occupancy percentage for the related Mortgaged Property or REO Property, as the same are case may be (such occupancy percentage shall represent a ratio of the number of rooms occupied per day (summed over a specified period of time) to the number of rooms available for occupancy per day (summed over such specified period of time) in the case of a Mortgaged Property that is a hotel, shall be calculated on a per unit basis in the case of a Mortgaged Property that is a multifamily or manufactured housing rental property and on a net square footage basis in all other cases or on any other basis that the Master Servicer or the Special Servicer deems appropriate in accordance with the Servicing Standard and identifies to the Trustee, the Master Servicer and the Depositor); (ii) in accordance with Exhibit E-1, the Net Operating Income for the related Mortgaged Property or REO Property, as the case may be; and (iii) the Debt Service Coverage Ratio for the related Mortgage Loan or REO Loan, as the case may be. The Updated Mortgage Loan Schedule to be prepared each month by the Master Servicer pursuant to Section 3.12(c) shall reflect the most recent calculations made by the Master Servicer or Special Servicer pursuant to the preceding sentence with respect to each Mortgage Loan and REO Loan and shall identify the period covered by the financial statements and/or the date of the rent roll from which such calculations were made. All information to be provided by the Special Servicer to the Master Servicer under this Section shall be provided not later than five Business Days prior to the date that the Master Servicer is required to deliver such information to the Special Servicer, the Trustee, the Depositor and the Rating Agencies pursuant to Section 3.12(c).
(c) Not later than 5:00 p.m., New York time, on the second Business Day prior to such Distribution Date, the Master Servicer shall deliver to the Special Servicer, the Trustee, the Depositor, the Mortgage Loan Sellers and the Rating Agencies (for receipt by such Persons not later than such time), by electronic transmission (or in such other form to which the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers and the Rating Agencies may agree), with a hard copy of such transmitted information to follow on the next Business Day, an accurate and complete Updated Mortgage Loan Schedule, substantially in the form of Exhibit E-2 and the Additional Master Servicer Reporting substantially in the form of Exhibit E-3, prepared as if the Determination Date were the Cut-Off Date and setting forth, among other things, the items referred to in the definition of "Mortgage Loan Schedule," as well as the items referred to in Section 3.12(b), further identifying on such schedule each Mortgage Loan (i) that has become an REO Loan, and the date of the related REO Acquisition, (ii) in respect of which any modification, waiver, or amendment was agreed pursuant to Section 3.20 and the substance of such modification, waiver or amendment, (iii) in respect of which a material event has occurred and the nature of such material event, and (iv) that matured, prepaid in full or (whether before or after an REO Acquisition) was otherwise liquidated during the Collection Period ending on such Determination Date and, in each case, specifying the date of the related maturity, prepayment or Liquidation Event, the amount collected in connection therewith and the amount of any Realized Loss and Additional Trust Fund Expenses incurred in connection therewith. The Master Servicer and the Special Servicer shall be delivered entitled to indicate the source of any information it provides pursuant to Section 3.12 and to affix any disclaimer it deems appropriate in its discretion with respect to any information provided to the Master Servicer or the Special Servicer by such source.
(d) With respect to any Mortgage Loan which has been inspected by the Tenant Master Servicer and the related financial statements collected by the Master Servicer, if the Special Servicer, in its capacity as Special Servicer, requests additional information regarding such inspection or Borrower financial statements, the Master Servicer shall make reasonable due inquiry of the related Mortgagor to ascertain such additional information, subject to the applicable Issuer under its Lease or terms of the Mortgage LoanLoan and the Servicing Standard and inform the Special Servicer of the results of such inquiry.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans other than the [__________] Serviced Mortgage Loan) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in [___]; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any visible waste committed on the Special Mortgaged Property. The Master Servicer shall perform or obtain a physical inspection deliver such reports to the Trustee within 45 days of the related Property as soon as practicable thereafterinspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee’s receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall prepare have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a written report loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of each the Master Servicer prior to such inspection, and provides a copy of such inspection performed by it to the Master Servicer; provided, further, that sets forth in detail the condition of Master Servicer and the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer’s inspection obligations pursuant to each Issuerthis paragraph (a). With respect to site inspection information, the Indenture Trustee and the Property Manager a copy of each Master Servicer shall make such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case inquiry of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgagor under any related Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates Loan as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage LoanSpecial Servicer may reasonably request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans other than the 2004-C10 Serviced Mortgage Loan) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x, provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan, the 2004-C10 Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan and the 2004-C10 Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2005; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required cause to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a Monthly Additional Report on Recoveries and Reimbursements and (v) a CMSA Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on the second Business Day of each calendar month, the Special Servicer shall deliver or Mortgage Loan.cause to be delivered to the Master Servicer (in electronic format acceptable to the Master Servicer and the Special Servicer) an
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x; provided that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2006; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CMSA Property File; (ii) any change in a CMSA Comparative Financial Status Report and (iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the condition or value of such Property that itfirst Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee and related REO Properties) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections CMSA Historical Liquidation Report and CMSA REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases and Mortgage Loans, shall make reasonable endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include a letter sent to collect promptly from the related Mortgagor each related Tenant or Borrower quarter (followed up with telephone calls) requesting such quarterly and review annual operating statements and quarterly financial statements of rent rolls until they are received to the extent such Tenant or Borrower action is consistent with applicable law and the Properties related Mortgage Loan documents. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it operates to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request.
(e) With respect to the Hyatt Center Loan, the Master Servicer and the Special Servicer, as applicable, will provide the related Companion Holder with copies of any and all documents, certificates, instruments, notices, reports, operating statements, rent rolls, correspondences and other information required to be delivered by the Tenant or Borrower pursuant to the applicable Issuer under its Lease or Mortgage Loanterms of the Hyatt Center Intercreditor Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C22)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 20192021), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.
Appears in 1 contract
Samples: Eighth Amended and Restated Property Management and Servicing Agreement (Store Capital LLC)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicers, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2008, the applicable Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Serviced Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and each Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the applicable Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the applicable Master Servicer prior to such inspection, and provides a copy of such inspection to such Master Servicer; and provided, further, that such Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and Administered REO Properties as may be necessary for such Master Servicer to prepare each report and any supplemental information to be provided by such Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in May 2007, the Special Servicer shall perform prepare and deliver or obtain cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable such Master Servicer to produce, the CMSA files and reports required to be delivered by such Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) Each Master Servicer shall deliver to the Trustee, no later than 2:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in May 2007, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicers shall be accompanied by a physical inspection CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicers and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicers shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicers' responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and Administered REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), but the failure of the Special Servicer to provide information required by it shall not relieve either Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, because the Master Servicers will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the Master Servicers in May 2007 will be based solely upon information generated from actual collections received by the Master Servicers and from information Mortgage Loan Sellers deliver or cause to be delivered to the Master Servicers (including but not limited to information prepared by third-party servicers of the subject Serviced Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in May 2007, each Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties, providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of Determination Date): (i) any sale or transfer of such Property, or a CMSA Comparative Financial Status Report; (ii) any change a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Loss Template; (v) a CMSA Appraisal Reduction Template; (vi) a CMSA Servicer Realized Loss Template, (vii) a CMSA Total Loan Report, (viii) a CMSA REO Status Report; (ix) a CMSA Servicer Watch List; (x) a CMSA Property File; (xi) a CMSA Loan Setup File; (xii) a CMSA Financial File; and (xiii) a CMSA Loan Level Reserve/LOC Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Trustee and the Master Servicers. Each Master Servicer shall make available promptly upon request of the other Master Servicer a report setting forth each Advance then outstanding by such Master Servicer. The Master Servicer No. 1 shall incorporate in the condition or value foregoing reports any information and reports received (by the date in the month of such Property Distribution Date that it, such information and reports are scheduled to be received in its good faith accordance with the WBCMT Series 2007-C30 Pooling and reasonable judgment, considers material. Servicing Agreement) from the WBCMT Series 2007-C30 Applicable Servicer with respect to the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan.
(d) The Special Servicer shall deliver to each Issuerthe Master Servicers the reports set forth in Section 3.12(b) and this Section 3.12(d), the Indenture Trustee and the Property Manager a copy Master Servicers shall deliver to the Trustee the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Special Servicer, each Master Servicer and the Trustee. Each Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, with respect to the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan, by the WBCMT Series 2007-C30 Applicable Servicer pursuant to the WBCMT Series 2007-C30 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update Files to be provided by the Master Servicers pursuant to Section 3.12(c). In the case of each information or reports to be furnished by the Master Servicers to the Trustee pursuant to this Section 3.12, to the extent that such written report information or reports are based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) or by the WBCMT Series 2007-C30 Applicable Servicer pursuant to the WBCMT Series 2007-C30 Pooling and Servicing Agreement, neither Master Servicer shall have an obligation to provide such information to the Trustee until it during each calendar quarter within 15 days of has received such information from the end of such quarter.
(c) The Property Manager Special Servicer or Special the WBCMT Series 2007-C30 Applicable Servicer, as applicable, and neither Master Servicer shall receive reimbursement for reasonable outbe in default hereunder due to a delay in providing information required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any information or report required under Section 3.12(b) and this Section 3.12(d) of this Agreement or the WBCMT Series 2007-of-pocket expenses related C30 Applicable Servicer's failure to provide any Property inspections from information or report required to be provided to the applicable Issuer holder of the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan pursuant to the WBCMT Series 2007-C30 Pooling and Servicing Agreement, but neither Master Servicer shall be relieved of its obligation to timely provide such reports absent the information not provided by the Special Servicer as required by this Section 2.11(b) of 3.12 or by the Indenture.
(d) The WBCMT Series 2007-C30 Applicable Servicer. Commencing with respect to the fiscal quarter ended September 2007, the Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property Managerapplicable Master Servicer, in the case of all other Leases and each non-Specially Serviced Mortgage LoansLoan, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Mortgagor, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each Administered REO Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver images in suitable electronic media of all of the Properties foregoing items so collected or obtained by it operates as to the same are applicable Master Servicer within 30 days of its receipt thereof. Each Master Servicer shall deliver all items obtained by it, and all items required to be delivered to it by the Tenant or Borrower Special Servicer pursuant to the applicable Issuer under its Lease or Mortgage Loanimmediately preceding sentence to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s), and the Trustee in an imaged format.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-6)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Serviced Mortgaged Property as soon as practicable after a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Special Servicer and the Master Servicer, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once per calendar year, so long as such Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2007, the Master Servicer for each Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of (i) all the Serviced Mortgaged Properties relating to a Mortgage Loan with an outstanding principal balance greater than or equal to $2,000,000 at least once per calendar year, unless such Mortgaged Property has been inspected in such calendar year by the Collateral Pool Special Servicer and (ii) all the Serviced Mortgaged Properties relating to a Mortgage Loan with an outstanding principal balance less than $2,000,000 at least once every five (5) two calendar years, with unless such Mortgaged Property has been inspected in such two-year period by the Special Servicer; provided that, notwithstanding the foregoing, the Master Servicer shall at its expense perform or caused to be performed an inspection of a Serviced Mortgaged Property relating to a Mortgage Loan listed on the last reported CMSA Servicer Watchlist at least 20% once per calendar year, unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or Special Servicer. The Special Servicer and the Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the receipt of the related inspection report, deliver such reports complete with any photographs taken thereof, in an electronic format, to the Certificate Administrator and to the Controlling Class Representative (and in the case of a Loan Combination, the related Non-Trust Noteholder(s)), and the Certificate Administrator shall obtain from the Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available electronically at the Certificate Administrator's website initially located at www.etrustee.net or, upon written request, provide copies of any such ixxxxxxxxx xxxxxxs to the Certificateholders and Certificate Owners by first class mail and at the expense of the requesting party. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Serviced Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; and provided, further, that the Master Servicer and the Special Servicer shall not both inspect a Serviced Mortgaged Property that itis not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, in its good faith and reasonable judgment, considers materialsuch inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) If a Lease or The Special Servicer shall from time to time (and, in any event, upon request) provide the Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loan becomes a Specially Managed UnitLoans and Administered REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in January 2006, the Special Servicer shall perform prepare and deliver or obtain a physical inspection of cause to be delivered to the related Property as soon as practicable thereafter. The Master Servicer the CMSA Special Servicer shall prepare a written report of each such inspection performed by it Loan File that sets forth in detail contains the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertyinformation called for in, or (ii) any change in that will enable the condition or value of such Property that itMaster Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Certificate Administrator described below, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver each case with respect to each Issuer, the Indenture Trustee all Specially Serviced Mortgage Loans and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterREO Properties.
(c) The Property Manager Master Servicer shall deliver to the Certificate Administrator, no later than 1:00 p.m., New York City time, on the second Business Day prior to each Distribution Date beginning in January 2006, the CMSA Loan Periodic Update File with respect to the subject Distribution Date. Each CMSA Loan Periodic Update File prepared by the Master Servicer shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicer shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable." The Master Servicer's responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and Administered REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from but the applicable Issuer pursuant to Section 2.11(b) failure of the Indenture.
(d) The Special ServicerServicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, in absent such information. Notwithstanding the case of any Specially Managed Unitforegoing, because the Master Servicer will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the Property Managerinitial Distribution Date, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and parties agree that the Properties it operates as the same are CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicer in January 2006 will be based solely upon information generated from actual collections received by the Master Servicer and from information the Depositor delivers or Borrower causes to be delivered to the applicable Issuer under its Lease Master Servicer (including but not limited to information prepared by third-party servicers of the subject Serviced Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in April 2006, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator the following reports with respect to the Mortgage Loans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File; (viii) a CMSA Loan Setup File; (ix) a CMSA Financial File; (x) a CMSA Loan Level Reserve/LOC Report; and (xi) a CMSA Advance Recovery Report. Such reports shall be in CMSA format (as in effect from time to time) and shall be in an electronic format reasonably acceptable to both the Certificate Administrator and the Master Servicer. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the MLMT Series 2005-CKI1 Pooling and Servicing Agreement) from the MLMT Series 2005-CKI1 Applicable Servicer with respect to the Glendale Galleria Trust Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Lc1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 200_, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a written report of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the existence Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of (i) any sale updated operating statements for a Mortgaged Property or transfer of such REO Property, or (ii) any change in as the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialcase may be. The Special Master Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Special Servicer to the Master Servicer and by the Master Servicer to the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 1:00 p.m. (New York City time) on the second Business Day prior to each Distribution Date, the Master Servicer shall furnish to the Trustee and, upon request, to the Depositor, the Underwriters and the Special Servicer, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), an accurate and complete CMSA Loan Periodic Update File providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12(c), insofar as such information is solely within the control of the Special Servicer, the Master Servicer (if other than the Special Servicer or an Affiliate thereof) shall have no obligation to provide such information until it has received such information from the Special Servicer, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the Special Servicer's failure to timely provide any report required under this Agreement and may, absent actual knowledge of an error therein, conclusively rely on the reports to be provided by the Special Servicer. The Master Servicer may conclusively rely on any information provided by the respective Mortgage Loan Sellers or any Mortgagor with respect to the CMSA Loan Periodic Update File, CMSA Loan Setup File, CMSA Property File and CMSA Financial File. Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan; and (iv) a CMSA Advance Recovery Report providing the required information for the Trust Mortgage Loans and any REO Trust Mortgage Loans as of the related Determination Date (or, in the case of an Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, as of the end of the related Underlying Collection Period). The Master Servicer shall incorporate in the foregoing reports referred to above in this Section 3.12(c) any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the related Outside Servicing Agreement) from the applicable Issuer pursuant Outside Servicer with respect to Section 2.11(b) each Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis.
(d) The If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in Section 3.12(c). In addition, during any fiscal year of the Trust until the Trustee provides written notice that it has filed a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.15(c), each of the Master Servicer (solely with respect to Performing Serviced Mortgage Loans) and the Special Servicer (solely with respect to Specially Serviced Mortgage Loans and Administered REO Properties), shall monitor for the occurrence of any loan-level events specified under Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer, as applicable, has actual knowledge of, or should (in performing its obligations in accordance with the Servicing Standard) have actual knowledge of, any such event) shall promptly, but not later than one Business Day after obtaining knowledge of such event, so notify the Trustee and the Depositor and, within two Business Days after obtaining knowledge of such event, set forth such information in a Supplemental Report, and deliver such report to the Trustee upon preparation thereof.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, by a related Outside Servicer pursuant to the related Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer. In the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant information or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, or if and to the extent such reports are to be prepared and delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.Special Servicer pursuant to
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, at its expense perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan. Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties in the Collateral Pool at least once per calendar year (or, in the case of Mortgage Loans with a then current principal balance of less than $2,000,000, every five other calendar year) beginning in 1999. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of existence
(i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer notifies the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer. If the Special Servicer performs such inspection such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer, the Controlling Class Representative and the Trustee which will include an explanation as to the reasons such Mortgage Loan became a Specially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan, a copy of which notice will be provided by the Trustee to each Rating Agency and upon request to each Certificateholder and the Depositor.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNot later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection cause to be delivered to the Master Servicer, the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition end of the related Property and that specifies the existence of preceding calendar month: (i) any sale or transfer of such Property, or a CSSA Property File Report; and (ii) any change in a Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on the condition or value of such Property that itsecond Business Day following each Determination Date, in its good faith and reasonable judgment, considers material. The the Special Servicer shall deliver or cause to each Issuerbe delivered to the Master Servicer the following reports with respect to the Mortgage Loans (and, if applicable, the Indenture Trustee related REO Properties) (or, as to clauses (iv) and (v) below, only with respect to Specially Serviced Mortgage Loans) providing the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end required information as of such quarterDetermination Date: (i) a Historical Loss Estimate Report; (ii) a Historical Loan Modification Report; (iii) an REO Status Report; (iv) a Delinquent Loan Status Report; and (v) a Loan Payoff Notification Report.
(c) The Property Manager Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicercause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent Historical Loan Modification Report, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections Historical Loss Estimate Report and REO Status Report received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CSSA Property File Report and a Comparative Financial Status Report, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Loan Payoff Notification Report and Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (D) a Watch List Report with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d), and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may, absent manifest error, conclusively rely on the CSSA Loan File Report to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans shall each consistent with the Servicing Standard, endeavor to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include in the case of Mortgage Loans, shall make reasonable efforts a letter sent to collect the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law. The Special Servicer shall, promptly from each related Tenant following receipt, deliver copies of the operating statements and rent rolls received or Borrower and review annual and quarterly financial statements of such Tenant or Borrower obtained by it to the Master Servicer, and the Properties Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it operates to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request. Within 30 days after receipt by the Master Servicer or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable. The Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the same case may be. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO property, as the case may be, to prepare the NOI Adjustment Worksheet for such property. Copies of Operating Statement Analyses and NOI Adjustment Worksheets are required to be delivered made available by the Tenant or Borrower Master Servicer to the applicable Issuer under its Lease Trustee, the Special Servicer or Mortgage Loanthe Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties in provided that such expense shall be reimbursable first out of Default Charges otherwise payable to the Collateral Pool Special Servicer and the Master Servicers, then as an Additional Trust Fund Expense (other than an expense allocable to a Non-Trust Loan, which shall be reimbursable from the related Loan Combination Custodial Account). In addition, after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall perform or cause to be performed a physical inspection of the related Mortgaged Property at least once every five (5) yearsper calendar year, with so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan. Beginning in 2007, the applicable Master Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or REO Loan, shall at its expense perform or cause to be performed an inspection of all the Mortgaged Properties at least 20% once per calendar year unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and each Master Servicer shall each prepare (and, in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition condition, occupancy or value of the Mortgaged Property of which such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property inspections from of which such Master Servicer or the applicable Issuer pursuant to Section 2.11(b) of the Indenture.
(d) The Special Servicer, as applicable, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (upon request) and to the Controlling Class Representative (and in the case of any Specially Managed Unita Loan Combination, the related Non-Trust Noteholder(s)), and the Trustee shall obtain from the applicable Master Servicer and, subject to Section 3.15, make copies of all such inspection reports available for review by any requesting Certificateholder and Certificate Owner during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property Managerrelated to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the applicable Master Servicer prior to such inspection, and provides a copy of such inspection to such Master Servicer; and provided, further, that such Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to this paragraph (a).
(b) The Special Servicer shall from time to time (and, in any event, upon request) provide the applicable Master Servicer with such information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for such Master Servicer to prepare each report and any supplemental information to be provided by such Master Servicer to the Trustee. Without limiting the generality of the foregoing, not later than 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in September 2006, the Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable such Master Servicer to produce, the CMSA files and reports required to be delivered by such Master Servicer to the Trustee as described below, in each case of with respect to all other Leases and Specially Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower Loans and the REO Properties.
(c) Each Master Servicer shall deliver to the Trustee, no later than 2:00 p.m. New York City time on the second Business Day prior to each Distribution Date beginning in July 2006, the CMSA Loan Periodic Update File with respect to the subject Distribution Date and notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period. Each CMSA Loan Periodic Update File prepared by the Master Servicers shall be accompanied by a CMSA Advance Recovery Report. The preparation of each CMSA Advance Recovery Report shall constitute a responsibility of the Master Servicers and shall not constitute a responsibility of any other party. Notwithstanding anything in this Agreement that suggests otherwise, the Master Servicers shall not be required to deliver a CMSA Advance Recovery Report (and no CMSA Loan Periodic Update File need be accompanied by any such report) with respect to any Collection Period for which all of the entries in the report would be "zero" or "not applicable". The Master Servicers' responsibilities under this Section 3.12 with respect to information to be provided by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties shall be subject to the satisfaction of the Special Servicer's obligations under Section 3.12(b), but the failure of the Special Servicer to provide information required by it operates as shall not relieve either Master Servicer of its duties to provide the same are related reports, absent such information. Notwithstanding the foregoing, because the Master Servicers will not receive the Servicing Files until the Closing Date and will not have sufficient time to review and analyze such Servicing Files before the initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the Tenant Master Servicers in July 2006 will be based solely upon information generated from actual collections received by the Master Servicers and from information Mortgage Loan Sellers deliver or Borrower cause to be delivered to the applicable Issuer under its Lease Master Servicers (including but not limited to information prepared by third-party servicers of the subject Mortgage Loans with respect to the period prior to the Closing Date). On or before 4:00 p.m., New York City time, on each P&I Advance Date beginning in September 2006 (or, in the case of the CMSA Comparative Financial Status Report, beginning with respect to the calendar quarter ending in September 2006), each Master Servicer shall deliver or cause to be delivered to the Trustee the following reports with respect to the Mortgage Loan.Loans (and, if applicable, the related REO Properties, providing the required information as of the related Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iv) a CMSA REO Status Report; (v) a CMSA Servicer Watch List; (vi) a CMSA Property File;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-2)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee Trustee, the Property Manager, the Insurers and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) . The Property Manager or Special Servicer, as applicable, Servicer shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower Obligor.
(c) Not later than December 15 of each year, commencing December 15, 2005, the Property Manager shall deliver to the Issuers, the Indenture Trustee, the Insurers and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it operates has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the same are required to be delivered period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its Series Closing Date or, if applicable, such other Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or Liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Initial Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit Finance Corp)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan (and, all Properties in cases where the Collateral Pool related Mortgage Loan has become a Specially Serviced Mortgage Loan, the Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) at least once every five per calendar year thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances. Beginning in 2002, the Master Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property (5other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) years, with at least 20% of the Properties once per calendar year (or, in the Collateral Pool to be inspected case of each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every year (beginning in 2019two years), including any Properties with Unit FCCRs below 1.0xif the Special Servicer has not already done so during that period pursuant to the preceding sentence. The Property Manager Master Servicer and the Special Servicer shall each prepare (and, promptly following preparation, deliver to each other and to the Controlling Class Representative) a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition or value occupancy of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its good faith accordance with the Servicing Standard, is aware of and reasonable judgment, considers material.
, or (biii) If a Lease any waste committed on the Mortgaged Property that the Master Servicer or Mortgage Loan becomes a Specially Managed Unitthe Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of and considers material. Upon request of the Trustee, the Master Servicer and the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy (or image in suitable electronic media) of each such written report prepared by it during it, in each calendar quarter case within 15 30 days following the request (or, if later, within 30 days following the later of completion of the end of such quarter.
(c) The Property Manager related inspection if the inspection is performed by the Master Servicer or the Special Servicer, as applicable, or receipt of the related inspection report if the inspection is performed by a third-party). Upon request, the Trustee shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections request from the applicable Issuer pursuant Master Servicer or the Special Servicer, as applicable, and, to the extent such items have been delivered to the Trustee by the Master Servicer or the Special Servicer, as applicable, deliver to each of the Depositor, the related Mortgage Loan Seller, the Controlling Class Representative, any Certificateholder or, if the Trustee has in accordance with Section 2.11(b5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a copy (or image in suitable electronic media) of each such written report prepared by the IndentureMaster Servicer or the Special Servicer.
(db) The Commencing with respect to the calendar quarter ended March 31, 2001, the Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property), and the Property ManagerMaster Servicer, in the case of all each Performing Mortgage Loan (other Leases and than the Crystal Pavilion/Xxxxx Building Mortgage LoansLoan), shall make reasonable efforts to collect promptly from each related Tenant or Borrower quarterly and review annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Tenant Borrower, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) and shall collect all such items promptly following their preparation. The Special Servicer shall deliver copies (or images in suitable electronic media) of all of the foregoing items so collected or obtained by it to the Master Servicer within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer from the related Borrowers or otherwise, as to Performing Mortgage Loans, and within 30 days after receipt by the Master Servicer from the Special Servicer or otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property (including the Crystal Pavilion/Xxxxx Building Mortgaged Property), the Master Servicer shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the CMSA Operating Statement Analysis Report and the Properties Master Servicer shall remit a copy of each CMSA Operating Statement Analysis Report prepared or updated by it operates as (promptly following initial preparation and each update thereof), together with, if so requested, the same are required underlying operating statements and rent rolls, to the Trustee and the Special Servicer in a format reasonably acceptable to the Trustee and the Special Servicer. All CMSA Operating Statement Analysis Reports shall be maintained by the Master Servicer with respect to each Mortgaged Property and REO Property. The Trustee shall, upon request, request from the Master Servicer (if necessary) and, to the extent such items have been delivered to the Trustee by the Master Servicer, deliver to the Controlling Class Representative, any Certificateholder or, if the Trustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in the Certificates held thereby, any Certificate Owner, a copy of such CMSA Operating Statement Analysis (or update thereof) and, if requested, the related operating statement or rent rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Within 60 days (or, in the case of items received from the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or REO Property (including the Crystal Pavilion/Xxxxx Building Mortgaged Property), the Master Servicer shall prepare or update and forward to the Trustee, the Special Servicer and the Controlling Class Representative (in an electronic format reasonably acceptable to the Trustee and the Special Servicer) a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property, together with, if so requested, the related quarterly or annual operating statements. If, with respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan), the Special Servicer has any questions for the related Borrower based upon the information received by the Special Servicer pursuant to Section 3.12(a) or 3.12(b), the Master Servicer shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Special Servicer in assisting the Special Servicer to contact and solicit information from such Borrower.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered by the Tenant or Borrower to the applicable Issuer under Master Servicer and the Controlling Class Representative the following reports (or data files relating to reports of the Master Servicer) with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the Crystal Pavilion/Xxxxx Building Mortgage Loan or any related REO Property), providing the required information as of such Determination Date: (i) a CMSA Property File; and (ii) a CMSA Loan Periodic Update File (which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name). At or before 2:00 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the following reports or the related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Mortgage Loans and any REO Properties (other than the Crystal Pavilion/Xxxxx Building Mortgage Loan or any related REO Property), providing the information required of the Special Servicer pursuant to Section 3.12(e) as of such Determination Date (and, if and to the extent necessary the Master Servicer shall supplement the following reports with the most recent information then in its Lease or possession regarding the Crystal Pavilion/Xxxxx Building Mortgage Loan.): (i) a CMSA Delinquent Loan Status Report; (ii) a CMSA Comparative Financial Status Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification Report; and (v) a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Serviced REO Properties at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable to the Special Servicer as a Servicing Advance or, if such Servicing Advance would be a Nonrecoverable Advance, shall be paid out of the Custodial Account as an Additional Trust Fund Expense. Beginning in 2008, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every five two (52) years, with calendar years in the case of Mortgaged Properties securing Mortgage Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year by the Master Servicer or the Special Servicer in the preceding six (beginning in 2019), including any Properties with Unit FCCRs below 1.0x6) months. The Property Manager Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease the Master Servicer or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter.
(c) The Property Manager or Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall receive reimbursement for each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenturefee.
(db) The Special Servicer, in the case of any each Specially Managed UnitServiced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Property ManagerMaster Servicer, in the case of all each Performing Serviced Loan, shall each, consistent with the Servicing Standard and to the extent permitted under the Mortgage Loan Documents, use reasonable efforts to obtain quarterly, annual and other Leases periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer or any Controlling Class Certificateholder; provided that, with respect to the Loan Combinations, the Master Servicer shall forward any of the foregoing financial statements received with respect to the Loan Combination Mortgaged Properties to the Trustee promptly upon receipt thereof without the Trustee having to make a request, but only insofar as such financial statements are to be included in an Annual Report on Form 10-K. Within thirty (30) days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, the Master Servicer with respect to Serviced Loans and the Special Servicer with respect to REO Loans shall prepare or update a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, the annual operating statements attached thereto as an exhibit) and the Master Servicer shall provide any such CMSA NOI Adjustment Worksheet to the Trustee. With respect to Specially Serviced Mortgage Loans that are not REO Loans, the Special Servicer shall prepare and forward copies of financial information to the Master Servicer so that the Master Servicer can prepare and send such information to the Trustee as required pursuant to the preceding sentence. The Master Servicer with respect to a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within thirty (30) days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Combination), as the case may be, to update and normalize the corresponding annual year end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any such Mortgaged Property or REO Property (other than the Mortgaged Property securing a Non-Serviced Loan Combination), as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded to the Trustee by the Master Servicer until such time as a Form 15 is filed with respect to the Trust pursuant to Section 11.06, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or any Controlling Class Certificateholder, in each case upon request. With respect to REO Loans, the Special Servicer shall forward any such CMSA Operating Statement Analysis Reports with respect to REO Loans to the Master Servicer so that the Master Servicer can send such information to the Trustee as required pursuant to the preceding sentence. With respect to Specially Serviced Mortgage Loans, any such CMSA Operating Statement Analysis Report will include the following statement: "This loan was transferred to the Special Servicer on [Date]. Any questions related to the operating results reported on this statement should be directed to the Special Servicer while the loan is a Specially Serviced Mortgage Loan."
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day after each Determination Date (each a "Special Servicer Reporting Date"), the Special Servicer shall make reasonable efforts deliver or cause to collect promptly from be delivered to the Master Servicer the CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans and any REO Properties.
(d) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each related Tenant Distribution Date, the Master Servicer shall deliver or Borrower and review annual and quarterly financial statements of such Tenant or Borrower cause to be delivered to the Trustee, and the Trustee shall on such Distribution Date make copies available to the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report and CMSA Mortgage Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Mortgage Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to the Mortgage Loans. If the Master Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties it operates as (in addition to the same are information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then it shall forward such information in the form of a Supplemental Report to the Trustee in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee (and the Trustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder) the reports set forth in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the applicable Lead Master Servicer pursuant to the applicable Lead PSA. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that such reports are to be prepared and delivered by the Tenant Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not the same Person or Borrower Affiliates, the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer thereto.
(g) The Master Servicer, shall, upon reasonable request of Artesia, deliver copies to Artesia (at their expense) of operating statements and financial statements relating to Artesia Mortgage Loans, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under its Lease or Mortgage Loanapplicable law to be asserted on behalf of Artesia. The Master Servicer may condition such delivery upon Artesia entering into a reasonable and customary confidentiality agreement reasonably acceptable to the Master Servicer and Artesia regarding such delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Property Manager Special Servicer shall inspect, perform or cause to be inspected, all Properties performed a physical inspection of a Mortgaged Property as soon as practicable after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the Collateral Pool case of non-Specially Serviced Mortgage Loans and other than the Non-Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.00x; provided that with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement). Each of the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated loan amount) of less than $2,000,000 at the time of such inspection, every five other calendar year) beginning in 2008; provided, however, the Master Servicer shall not be required to inspect any Mortgaged Property that has been inspected by the Special Servicer during the immediately preceding six months. The Special Servicer and the Master Servicer shall each prepare (5) yearsand, with at least 20% in the case of the Properties in Special Servicer, shall deliver to the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which it is aware, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material, or (iii) any visible waste committed on the Mortgaged Property. The Master Servicer shall deliver such reports to the Trustee within 45 days of the related inspection and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after the Trustee's receipt thereof. Upon written request and at the expense of the requesting party, the Trustee shall deliver copies of any such inspection reports to Certificateholders and Certificate Owners. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan; provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Master Servicer; provided, further, the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same calendar year. If the Special Servicer performs such inspection, such inspection shall satisfy the Master Servicer's inspection obligations pursuant to this paragraph (a). With respect to site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative, the Trustee and any related Companion Holder in order to effectuate such transfer.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitNo later than 2:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall perform deliver or obtain a physical inspection of cause to be delivered to the related Property Master Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties providing the required information as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarterthe preceding calendar month: (i) a CMSA Special Servicer Loan File; (ii) the Appraisal Reduction Template and (iii) the Realized Loss Template.
(c) The Property Manager No later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related cause to any Property inspections be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report and CMSA REO Status Report based upon information received from the applicable Issuer Special Servicer pursuant to Section 2.11(b3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the Indentureend of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and CMSA Delinquent Loan Status Report, each with the required information as of such Determination Date (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watchlist/Portfolio Review Guidelines with the required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the required information as of such Determination Date.
(d) The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer to the extent required to be provided pursuant to the related Non-Serviced Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and, to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d), the Master Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan and REO Loan, and the Property ManagerMaster Servicer, in the case of all other Leases Mortgage Loans (other than the Non-Serviced Mortgage Loans), shall endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include (i) in the case of the Mortgage Loans (other than the Non-Serviced Mortgage Loans), a letter sent to the related Mortgagor each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they are received to the extent such action is consistent with applicable law and the related Mortgage Loan documents, and (ii) with respect to the Serviced Whole Loans, a letter sent to the related Companion Holder(s) requesting such information to the extent to the extent such action is consistent with applicable law and the related Intercreditor Agreement. The Special Servicer shall promptly, following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer, and the Master Servicer shall deliver copies of the operating statements and rent rolls received or obtained by it to the Rating Agencies, the Trustee, the Special Servicer or the Controlling Class Representative in each case (other than the Rating Agencies and the Controlling Class Representative which shall be sent copies within 30 days following the Master Servicer's receipt) upon request. Within 30 days after receipt by the Master Servicer (with respect to any Mortgaged Property other than a REO Property) or the Special Servicer (with respect to any REO Property) of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable (other than, in each case, the Mortgaged Property or REO Property related to the Non-Serviced Mortgage Loan), each of the Master Servicer (with respect to any Mortgaged Property other than a REO Property) and the Special Servicer (with respect to any REO Property) shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and any Non-Serviced Master Servicer or Non-Serviced Special Servicer to the extent required to be provided pursuant to the related Non-Serviced Pooling and Servicing Agreement. The Master Servicer with respect to each Mortgage Loan (other than with respect to the Non-Serviced Mortgage Loans) and the Special Servicer with respect to REO Properties (other than with respect REO Properties related to the Non-Serviced Mortgage Loans), shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable; provided, however, with respect to the Non-Serviced Mortgage Loans, the Master Servicer shall make reasonable efforts forward to collect promptly each recipient of a CMSA Operating Statement Analysis hereunder a copy of the CMSA Operating Statement Analysis received from the Non-Serviced Master Servicer related to the Non-Serviced Mortgage Loans. The CMSA Operating Statement Analysis for each related Tenant or Borrower Mortgaged Property and review annual and quarterly financial statements REO Property is to be updated by each of such Tenant or Borrower the Master Servicer and the Properties it operates Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property and REO Property, as the same case may be, but in no event less frequently than annually by June 30th of each year. The Master Servicer and the Special Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative in each case upon request. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d) and any Non-Serviced Master Servicer or Non-Serviced Special Servicer to the extent required to be provided pursuant to the related Non-Serviced Pooling and Servicing Agreement.
(e) With respect to each Companion Loan, the Master Servicer and the Special Servicer, as applicable, will provide the related Companion Holder(s) with copies of any and all documents, certificates, instruments, notices, reports, operating statements, rent rolls, correspondences and other information required to be delivered by the Tenant or Borrower pursuant to the applicable Issuer under its Lease or terms of the related Intercreditor Agreement.
(f) The Master Servicer shall, upon the reasonable request of Artesia, deliver copies to Artesia (at their expense) of operating statements and financial statements relating to the Artesia Mortgage LoanLoans.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material.
(b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafterthereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter so long as such Lease or Mortgage Loan remains a Specially Serviced Asset. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale sale, abandonment or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee and Trustee, the Property Manager and the Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarter.
inspection. The Special Servicer (ci) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture.
(db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are Obligor required to be delivered provided under the applicable Mortgage Loan or Lease.
(c) Not later than December 15 of each year, commencing December 15, 2014, the Property Manager shall deliver to the Issuers, the Indenture Trustee and the Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the applicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, master lease level or corporate level, as applicable) and, in each case, identifying the period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its later of (1) the most recent Series Closing Date and (2) the most recent Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Series Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid under the related Mortgage Loan or Lease incurred in connection therewith.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property (other than the Two Penn Plaza Mortgaged Property) as soon as practicable after the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan, all the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2005, the Collateral Pool Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every five two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (5or Mortgaged Properties having allocated loan amounts of) years, with $2,000,000 or less; and (ii) at least 20% of the Properties once every calendar year in the Collateral Pool case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected every year (beginning by the Master Servicer or the Special Servicer in 2019), including any Properties with Unit FCCRs below 1.0xthe preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property Manager shall prepare secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Master Servicer or the Special Servicer, or as applicable, is aware, (ii) any change in the condition or value of such the Mortgaged Property that itthe Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith and reasonable judgment, considers material.
, or (biii) If a Lease or Mortgage Loan becomes a Specially Managed Unit, any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall perform or each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Representative upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain a physical inspection quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Property as soon as practicable thereafterMortgaged Properties and REO Properties. The Special Servicer shall prepare a written report shall, promptly following receipt, deliver copies of each such inspection performed the operating statements and rent rolls received or obtained by it that sets forth in detail to the condition Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it to the Trustee, the Special Servicer, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property and that specifies the existence of (isecures a Serviced Loan Combination) or any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that itControlling Class Certificateholder, in its good faith and reasonable judgment, considers materialeach case upon request. The Special Servicer shall, promptly following receipt, deliver copies of the materials received or obtained by it pursuant to the foregoing sentence to the Master Servicer, and the Master Servicer shall promptly deliver copies of all such materials received or obtained by it pursuant to each Issuerthe foregoing sentence and this sentence to the Trustee, the Indenture Trustee Special Servicer, any Controlling Class Certificateholder and any such Serviced Non-Trust Mortgage Loan Noteholder(s), in each case upon request. Within 30 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property (other than the Two Penn Plaza Mortgaged Property) or Administered REO Property, the Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property Manager shall prepare or update and forward to the Trustee a copy of CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Mortgage Loan and the Special Servicer with respect to a Specially Serviced Mortgage Loan or an REO Mortgage Loan that relates to an Administered REO Property shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property (other than the Two Penn Plaza Mortgaged Property) and Administered REO Property. The CMSA Operating Statement Analysis Report for each such written report prepared Mortgaged Property and REO Property is to be updated by it during each calendar quarter the Master Servicer or Special Servicer, as applicable, within 15 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the end of such quarter.
(c) case may be. The Property Manager Master Servicer or Special Servicer, as applicable, shall receive reimbursement use the "Normalized" column from the CMSA NOI Adjustment Worksheet for reasonable outany Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-of-pocket expenses end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property inspections or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.
(b) Not later than 12:00 p.m. (New York City time) on the Business Day after each Trust Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports with respect to the Specially Serviced Trust Mortgage Loans and any Administered REO Properties and, to the extent that the subject information relates to when they were Specially Serviced Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans, providing the required information as of the related Determination Date: (A) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (D) a Loan Payoff Notification Report; (E) a CMSA Historical Liquidation Report; (F) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (G) a CMSA REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the first Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as of the related Determination Date with respect to each subject Trust Mortgage Loan. The Master Servicer shall incorporate in the foregoing reports any information and reports received (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Two Penn Plaza Servicing Agreement) from the applicable Issuer pursuant Two Penn Plaza Servicer with respect to Section 2.11(b) the Two Penn Plaza Trust Mortgage Loan or any Two Penn Plaza REO Trust Mortgage Loan. The Master Servicer shall include on one of such reports updated information as of the Indentureapplicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.11(g) and/or 4.03(d), such information to be presented on a loan-by-loan basis. If the Master Servicer or the Special Servicer determines, in its reasonable judgment, that information regarding the Trust Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Owners, then the Master Servicer or, solely as to Specially Serviced Mortgage Loans or REO Mortgage Loans that relate to Administered REO Properties, the Special Servicer, shall so notify the Trustee, set forth such information in an additional report, in a format reasonably acceptable to the Trustee and the Master Servicer and, if applicable, the Special Servicer (the "Supplemental Report"), and deliver such report to the Trustee upon preparation thereof or simultaneously with the delivery of the Master Servicer's reports described in the first paragraph of this Section 3.12(c). In addition, during any fiscal year of the Trust until the Trustee provides written notice that it has filed a Form 15 with respect to the Trust as to that fiscal year in accordance with Section 8.15(c), each of the Master Servicer (solely with respect to Performing Serviced Mortgage Loans) and the Special Servicer (solely with respect to Specially Serviced Mortgage Loans or REO Mortgage Loans that relate to Administered REO Properties and any material impairment to such Mortgage Loan), shall monitor for the occurrence of any events specified under Section 8.15(b) and (to the extent the Master Servicer or the Special Servicer, as applicable, has actual knowledge of, or should (in performing its obligations in accordance with the Servicing Standard) have actual knowledge of, any such event) shall promptly, but not later than one Business Day after obtaining knowledge of such event, so notify the Trustee and the Depositor, set forth such information in a Supplemental Report, and deliver such report to the Trustee upon preparation thereof.
(d) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder the reports set forth in Section 3.12(c) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and, with respect to the Two Penn Plaza Trust Mortgage Loan, by a Two Penn Plaza Servicer pursuant to the Two Penn Plaza Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.12(c) to the extent that the underlying information is solely within the control of the Master Servicer or the Special Servicer. In the case of any Specially Managed Unitinformation or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(b) or by a Two Penn Plaza Servicer pursuant to the Two Penn Plaza Servicing Agreement and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b), so long as the Master Servicer and the party required to provide the subject reports are not the same Person or Affiliates, the Master Servicer shall have no obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the relevant Two Penn Plaza Servicer, as applicable, and the Property Manager, Master Servicer shall not be in default hereunder due to a delay in providing the case reports required by Section 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(b) of all other Leases and Mortgage Loans, shall make reasonable efforts this Agreement or a Two Penn Plaza Servicer's failure to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are provide any report required to be delivered provided to the holder of the Two Penn Plaza Trust Mortgage Loan pursuant to the Two Penn Plaza Servicing Agreement, as applicable.
(e) The preparation and maintenance by the Tenant or Borrower Master Servicer and the Special Servicer of all the reports specified in this Section 3.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable Issuer under its Lease or Mortgage Loanthereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C6)
